Master Services Agreement

This Master Services Agreement ("Agreement") is entered into as of the date set forth in the applicable Insertion Order ("Effective Date") between Autobound AI, Inc., a Delaware corporation ("Company"), and the entity identified in the Insertion Order ("Customer"). This Agreement governs Customer’s access to and use of the Company’s services, including the AI-powered sales personalization platform, related tools, and any associated documentation (collectively, the "Services"). By executing an Insertion Order that references this Agreement, Customer acknowledges and agrees to be bound by the terms and conditions set forth herein.

1. Services

1.1 Provision of Services. Company shall make the Services available to Customer in accordance with this Agreement and the applicable Insertion Order. The Services may include access to the Company’s AI-powered platform for generating personalized sales outreach content, buyer signal analysis, and related tools. Company reserves the right to modify, update, or enhance the Services at its sole discretion, provided that such modifications do not materially diminish the core functionality of the Services during the applicable subscription term.

1.2 Customer Data and Reports. As part of the Services, Customer may submit data, content, and information to the platform ("Customer Data"). The Services will process Customer Data to generate reports, analytics, insights, and personalized content outputs ("Reports"). Customer acknowledges that the quality and accuracy of Reports are dependent upon the quality, completeness, and accuracy of Customer Data provided.

1.3 Technical Support. Company shall provide technical support to Customer via email at support@autobound.ai during standard business hours (Monday through Friday, 8:00 AM to 5:00 PM Pacific Time), excluding federal holidays observed by the Company. Additionally, Company shall make available online resources, including documentation, knowledge base articles, and self-service troubleshooting tools, accessible twenty-four (24) hours a day, seven (7) days a week.

1.4 Feedback. Customer may, from time to time, provide suggestions, enhancement requests, recommendations, or other feedback regarding the Services ("Feedback"). Company shall retain all right, title, and interest in and to any modifications, improvements, or derivative works created based on such Feedback. Customer hereby assigns to Company all rights in any Feedback and agrees that Company may use Feedback for any purpose, including improving the Services, without obligation or compensation to Customer.

2. Customer Data and Obligations

2.1 Accuracy and Legality. Customer represents and warrants that all Customer Data provided to Company in connection with the Services is accurate, complete, and up to date, and that Customer has obtained all necessary rights, consents, and permissions to provide such data to Company for processing in accordance with this Agreement. Customer further warrants that the Customer Data does not infringe upon or violate any intellectual property rights, privacy rights, or other rights of any third party, and that the collection, transfer, and processing of such data complies with all applicable laws and regulations.

2.2 Ownership of Customer Data. As between the parties, Customer shall retain all right, title, and interest in and to the Customer Data. Customer hereby grants Company a limited, non-exclusive, non-transferable license to access, use, process, and store Customer Data solely for the purpose of providing the Services and fulfilling Company’s obligations under this Agreement. This license does not grant Company any ownership interest in Customer Data.

2.3 Privacy Law Compliance. Customer is solely responsible for ensuring that its use of the Services, including the collection, processing, and transfer of Customer Data, complies with all applicable privacy, data protection, and communications laws and regulations, including but not limited to the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), the CAN-SPAM Act, and any other applicable federal, state, or international privacy or data protection laws. Customer shall implement appropriate privacy notices, obtain necessary consents, and maintain records of compliance as required by applicable law.

2.4 Data Retention and Deletion. Upon termination or expiration of this Agreement, Company shall retain Customer Data for a period of thirty (30) days, during which time Customer may request export of its data. Following this thirty (30) day period, Company shall delete all Customer Data in its possession or control, except to the extent that retention is required by applicable law, regulation, or legal process. Company may also retain anonymized or aggregated data that does not identify Customer or any individual, for purposes of improving the Services.

3. Use of Services, Privacy and Security

3.1 License Grant. Subject to the terms and conditions of this Agreement and payment of all applicable fees, Company hereby grants Customer a non-exclusive, nontransferable, revocable license to access and use the Services solely for Customer’s internal business purposes during the term of this Agreement. This license is limited to the number of authorized users and scope of use specified in the applicable Insertion Order.

3.2 Survival of Report License. Notwithstanding the termination or expiration of this Agreement, Customer shall retain a perpetual, non-exclusive license to use, copy, and distribute any Reports generated through the Services prior to the date of termination or expiration, solely for Customer’s internal business purposes.

3.3 Intellectual Property Rights. Company retains all right, title, and interest in and to the Services, including all software, technology, algorithms, models, methodologies, user interfaces, documentation, and all related intellectual property rights. Nothing in this Agreement shall be construed to transfer or assign any intellectual property rights from Company to Customer, except for the limited license rights expressly granted herein.

3.4 Security Measures. Company shall implement and maintain reasonable administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of Customer Data. Such safeguards shall include, but are not limited to, encryption of data in transit and at rest, access controls, regular security assessments, and incident response procedures. Company shall promptly notify Customer of any security breach that compromises the confidentiality, integrity, or availability of Customer Data.

3.5 Privacy and Data Protection Compliance. Company shall process Customer Data in compliance with all applicable privacy and data protection laws and regulations. Company shall cooperate with Customer in responding to data subject requests and shall provide reasonable assistance to Customer in meeting its obligations under applicable privacy laws, including data protection impact assessments and consultations with supervisory authorities.

4. Warranties and Representations

4.1 Customer Warranties. Customer represents and warrants that:

• Customer has the legal authority and capacity to enter into this Agreement and to perform its obligations hereunder;
• Customer’s use of the Services shall comply with all applicable laws, regulations, and industry standards;
• Customer shall not use the Services for any unlawful, fraudulent, or abusive purpose, including but not limited to sending unsolicited communications in violation of applicable anti-spam laws;
• All information provided by Customer to Company in connection with this Agreement and the Services is truthful, accurate, and complete.

4.2 Prohibited Activities. Customer shall not, and shall not permit any third party to:

• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying structure of the Services or any component thereof;
• Modify, adapt, translate, or create derivative works based upon the Services;
• Resell, sublicense, lease, rent, loan, distribute, or otherwise make the Services available to any third party, except as expressly authorized in writing by Company;
• Remove, alter, or obscure any proprietary notices, labels, or markings on or in the Services;
• Use the Services in a manner that could damage, disable, overburden, or impair Company’s servers, networks, or infrastructure.

4.3 Authorized User Accounts. Customer shall ensure that access to the Services is limited to authorized users as specified in the applicable Insertion Order. Customer is responsible for all activities that occur under its user accounts, including unauthorized access resulting from Customer’s failure to safeguard login credentials. Customer shall promptly notify Company of any unauthorized use of its accounts or any other breach of security.

4.4 Third-Party Platform Integration. The Services may permit integration with third-party platforms, applications, or services. Customer may enable such integrations with the prior written or electronic consent of Company. Customer acknowledges that Company is not responsible for the availability, performance, or security of any third-party platforms, and that Customer’s use of such integrations is subject to the applicable third-party terms of service and privacy policies.

5. Fees, Payments and Taxes

5.1 Fees. Customer shall pay all fees as set forth in the applicable Insertion Order. All fees are due and payable in accordance with the payment terms specified in the Insertion Order. Unless otherwise stated in the Insertion Order, all fees are quoted in United States Dollars (USD) and are non-refundable except as expressly provided in this Agreement.

5.2 Late Payments. Any amounts not paid when due shall bear interest at the lesser of one percent (1%) per month or the maximum rate permitted by applicable law, calculated from the date such payment was due until the date of actual payment. Customer shall also be responsible for all reasonable costs and expenses (including attorneys’ fees) incurred by Company in collecting overdue amounts.

5.3 Taxes. All fees are exclusive of taxes. Customer is responsible for the payment of all applicable sales, use, value-added, goods and services, withholding, and other taxes and governmental charges arising out of or in connection with this Agreement, excluding taxes based on Company’s net income. If Customer is required to withhold any taxes, Customer shall increase the payment to Company so that the net amount received by Company equals the full amount of the fees due.

5.4 Suspension for Non-Payment. If Customer fails to pay any undisputed fees within thirty (30) days of the applicable due date, Company may, upon written notice to Customer, suspend Customer’s access to the Services until all outstanding amounts, including accrued interest and collection costs, are paid in full. Such suspension shall not relieve Customer of its obligation to pay all fees due under this Agreement.

6. Term and Termination

6.1 Term. This Agreement shall commence on the Effective Date and shall continue for the initial subscription term specified in the applicable Insertion Order ("Initial Term"). Upon expiration of the Initial Term, this Agreement shall automatically renew for successive periods equal to the Initial Term (each, a "Renewal Term"), unless either party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term.

6.2 Cancellation. Either party may cancel this Agreement by providing the other party with at least thirty (30) days’ prior written notice. Cancellation shall be effective at the end of the then-current billing period following the expiration of the thirty (30) day notice period.

6.3 Suspension and Termination for Cause. Company may immediately suspend or terminate Customer’s access to the Services, in whole or in part, if: (a) Customer commits a material breach of this Agreement; (b) Customer’s use of the Services poses a security risk to Company or any third party; (c) Customer’s use of the Services may adversely affect Company’s systems, the Services, or other customers; or (d) suspension or termination is required by applicable law or regulation. In the event of a material breach, Company shall provide Customer with written notice specifying the nature of the breach, and Customer shall have thirty (30) days from receipt of such notice to cure the breach ("Cure Period"). If Customer fails to cure the breach within the Cure Period, Company may terminate this Agreement immediately upon written notice.

6.4 Refund Upon Termination. In the event that Company terminates this Agreement due to Company’s own uncured material breach, Company shall refund to Customer a pro-rata portion of any prepaid fees attributable to the remainder of the then-current subscription term following the effective date of termination. No refund shall be due in any other circumstance, including termination by Customer for convenience or termination by Company for Customer’s breach.

6.5 Effect of Termination. Upon termination or expiration of this Agreement, all rights and licenses granted to Customer hereunder shall immediately cease, except as expressly provided in Section 3.2. Company shall delete all Customer Data within thirty (30) days following the effective date of termination, subject to the data retention provisions of Section 2.4. Sections that by their nature should survive termination shall survive, including Sections 2.2, 3.2, 3.3, 7, 8, 9, 10, and 11.

7. Warranty Disclaimer

7.1 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

7.2 COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT ALL DEFECTS WILL BE CORRECTED. COMPANY IS NOT RESPONSIBLE FOR ANY ISSUES ARISING FROM INTERNET OR NETWORK CONNECTIVITY FAILURES, INTERRUPTIONS, OR LATENCY, INCLUDING BUT NOT LIMITED TO DATA LOSS, SERVICE UNAVAILABILITY, OR DEGRADED PERFORMANCE CAUSED BY FACTORS OUTSIDE OF COMPANY’S REASONABLE CONTROL.

7.3 COMPANY SHALL NOT BE LIABLE FOR ANY LOSS, CORRUPTION, OR UNAUTHORIZED ACCESS TO CUSTOMER DATA RESULTING FROM CIRCUMSTANCES BEYOND COMPANY’S REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO ACTS OF GOD, NATURAL DISASTERS, INTERNET SERVICE PROVIDER FAILURES, THIRD-PARTY PLATFORM OUTAGES, CYBERATTACKS, OR OTHER FORCE MAJEURE EVENTS. CUSTOMER ACKNOWLEDGES THAT IT IS SOLELY RESPONSIBLE FOR MAINTAINING BACKUP COPIES OF ITS CUSTOMER DATA.

8. Confidentiality

8.1 Definition. "Confidential Information" means any information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") that is designated in writing as confidential, or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to, trade secrets, business plans, financial information, technical data, product roadmaps, customer lists, pricing information, and the terms and conditions of this Agreement.

8.2 Obligations. The Receiving Party shall: (a) maintain the confidentiality of the Disclosing Party’s Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party, except to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein; and (c) not use Confidential Information for any purpose other than performing its obligations or exercising its rights under this Agreement.

8.3 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party prior to disclosure without restriction; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or (d) is rightfully received from a third party without restriction on disclosure.

8.4 Survival. The obligations of confidentiality set forth in this Section 8 shall survive the termination or expiration of this Agreement for a period of three (3) years.

8.5 Compelled Disclosure. If the Receiving Party is compelled by law, regulation, or legal process to disclose Confidential Information, the Receiving Party shall, to the extent legally permitted, provide the Disclosing Party with prompt written notice of such requirement prior to disclosure, so that the Disclosing Party may seek a protective order or other appropriate remedy. The Receiving Party shall disclose only that portion of the Confidential Information that is legally required and shall use commercially reasonable efforts to obtain confidential treatment of the disclosed information.

9. Indemnification

9.1 Indemnification by Company. Company shall defend, indemnify, and hold harmless Customer and its officers, directors, employees, and agents from and against any third-party claims, actions, suits, or proceedings arising from or related to: (a) an allegation that the Services, as provided by Company and used in accordance with this Agreement, infringe or misappropriate any patent, copyright, trademark, or trade secret of a third party; or (b) a data breach resulting from Company’s failure to maintain the security safeguards required under this Agreement. Company shall pay all damages finally awarded against Customer (or the amount of any settlement approved by Company) with respect to such claims.

9.2 Indemnification by Customer. Customer shall defend, indemnify, and hold harmless Company and its officers, directors, employees, and agents from and against any third-party claims, actions, suits, or proceedings arising from or related to: (a) Customer Data, including any claim that Customer Data infringes or violates the intellectual property rights, privacy rights, or other rights of any third party; (b) Customer’s violation of any applicable privacy, data protection, or communications laws in connection with its use of the Services; or (c) Customer’s use of the Services in breach of this Agreement.

9.3 Intellectual Property Exceptions. Company’s indemnification obligations under Section 9.1 shall not apply to the extent that any infringement claim arises from: (a) unauthorized modification of the Services by Customer or any third party; (b) Customer’s use of the Services in combination with products, services, or technology not provided or approved by Company; (c) Customer’s use of the Services in a manner not authorized by this Agreement or the applicable documentation; or (d) Customer’s continued use of the Services after Company has provided a non-infringing alternative or modification.

9.4 Indemnification Procedures. The indemnified party shall: (a) promptly notify the indemnifying party in writing of any claim for which indemnification is sought; (b) grant the indemnifying party sole control of the defense and settlement of such claim; and (c) provide reasonable cooperation and assistance in the defense of such claim, at the indemnifying party’s expense. The indemnified party may participate in the defense at its own expense with counsel of its choosing.

10. Limitation of Liability

10.1 Exclusion of Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Cap on Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL CUMULATIVE LIABILITY OF COMPANY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER TO COMPANY DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS LIMITATION SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

10.3 Third-Party Products. CUSTOMER ACKNOWLEDGES AND AGREES THAT ANY THIRD-PARTY PRODUCTS, SERVICES, OR PLATFORMS ACCESSED THROUGH OR IN CONNECTION WITH THE SERVICES ARE PROVIDED AT CUSTOMER’S SOLE RISK. COMPANY SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY CLAIMS, DAMAGES, OR LOSSES ARISING FROM CUSTOMER’S USE OF THIRD-PARTY PRODUCTS OR SERVICES, INCLUDING BUT NOT LIMITED TO THIRD-PARTY PLATFORM OUTAGES, DATA BREACHES, OR SERVICE DISRUPTIONS.

11. General Provisions

11.1 Independent Contractor. The relationship between the parties is that of independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties. Neither party shall have the authority to bind the other party or incur any obligation on its behalf without the other party’s prior written consent.

11.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. The parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods.

11.3 Exclusive Venue. Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in San Francisco, California. Each party hereby irrevocably consents to the personal jurisdiction and venue of such courts and waives any objection based on inconvenient forum or lack of jurisdiction.

11.4 Entire Agreement. This Agreement, together with any Insertion Orders executed hereunder and any exhibits, schedules, or addenda attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations, and communications, whether oral or written, relating to such subject matter. In the event of any conflict between this Agreement and an Insertion Order, the terms of the Insertion Order shall control solely with respect to the subject matter of such Insertion Order.

11.5 Assignment. Neither party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other party, except that either party may assign this Agreement without consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided that the assignee agrees in writing to be bound by the terms of this Agreement. Any attempted assignment in violation of this Section shall be null and void.

11.6 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, and the remaining provisions of this Agreement shall continue in full force and effect.

11.7 Waiver. No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.

11.8 Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by confirmed email, or sent by nationally recognized overnight courier to the addresses specified in the applicable Insertion Order. Notices to Company may also be sent to support@autobound.ai.

11.9 Force Majeure. Neither party shall be liable for any failure or delay in performing its obligations under this Agreement (except for payment obligations) to the extent such failure or delay results from circumstances beyond the party’s reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, riots, embargoes, acts of governmental authorities, power failures, internet or telecommunications failures, or cyberattacks.