COMPANY MASTER SUBSCRIPTION AGREEMENT

These MSA terms and conditions (“Agreement”) between hiFred (under incorporation) including any parent, subsidiary or affiliated company (“Company”), and the customer (“Customer”) who accepts this Agreement, and/or accesses and/or uses the Services, govern Customer’s subscription to the Platform and the Additional Services, and constitute a binding agreement between the parties.

This is a legal, enforceable Agreement between Customer and Company, and by executing this Agreement, and where no signature box is available, by clicking through to access the Platform or otherwise indicating Customer’s acceptance of this Agreement in an Order Form, or through Customer’s access to or use of the Services (such time, “Effective Date”), Customer expressly agrees to be bound by this Agreement. If the person signing or accepting or clicking through to the Services is entering this Agreement on behalf of another entity or person, such person hereby represents to Company that they an Authorized User with authority to bind Customer to this Agreement through such consent or use the Platform. If such person does not have such authority or if Customer does not agree to this Agreement, Customer may not subscribe to or use the Services

1. Subscription.

1.1. Company hereby grants Customer during the Term, a limited, revocable, non-exclusive, non-sublicensable, non-transferable right for Customer and its authorized employees ("Users") to access and use Company’s proprietary platform (the "Platform"), and any associated cloud-based and downloadable software applications, plugins or extensions that are made available by Company to Customer (collectively, the "Company App(s)"), in accordance with Company’s instructions and technical documentation ("Documentation"), solely for Customer’s internal business purposes, and solely under the terms set forth in one or more mutually executed order forms referencing this Agreement ("Order Form"). The access and use of the Platform, Company App(s), Documentation (including APIs), and services provided thereunder to Customer shall also be referred to as the "Services". Customer acknowledges that the Services utilize third-party LLM providers and that, unless otherwise agreed in an Order Form, Customer shall provide its own API key(s) (BYOK model) and bear all associated costs and risks, including any service interruptions.

1.2. Company SLA. Company shall use commercially reasonable efforts to make the Services available in accordance with the Company SLA as may be updated by Company from time to time.

1.3. Restrictions on Use. Customer shall not use the Services in any manner or for any purpose other than as expressly permitted in this Agreement. Customer may not, directly or indirectly, and may not authorize any third party to: (i) reproduce, modify, prepare derivative works, distribute, license, sublicense, lease, sell, resell, transfer, publicly display, publicly perform, transmit or otherwise exploit the Services except as expressly permitted; (ii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code or algorithms of the Services, except as permitted by applicable law; (iii) remove or alter any proprietary notices; (iv) attempt to gain unauthorized access to, or impair, any aspect of the Services; (v) disturb or disrupt the Services, directly or indirectly, or transmit or activate viruses or any other unlawful material in connection with the Services; (vi) use the Services in a manner that would violate applicable laws, or is outside the scope of the rights granted in this Agreement; or (vii) conduct security testing or benchmarking of the Services unless received Company’s prior written consent. Customer must promptly notify Company in writing if it becomes aware of, or has reason to believe, that any of the prohibitions listed in this Section have been breached by Customer or any User. Customer is responsible for the acts and omissions of its Users, for ensuring their compliance with this Agreement, and for maintaining the security and confidentiality of its access credentials.

2. Rights and Title.

2.1. All title, ownership rights, and intellectual property rights (including all copyrights, patents, trade secret rights and trademarks) evidenced by or embodied in, attached, extracted from, connected, and/or related to the Services and the various practices, materials, methodologies, tools, and templates used with respect thereto (and all improvements, enhancements, corrections, modifications, alterations, revisions, extensions and updates and derivative works thereof) are and shall remain solely in Company, and/or its licensors, if any. Company expressly reserves all rights to the foregoing, and except for the limited grant of rights expressly set forth herein, Company does not grant the Customer any right, title, or interest in any intellectual property owned or licensed by Company. If Customer provides any feedback (such as suggested improvements or a like regarding the Services) (collectively, “Feedback”) Customer hereby grants to Company a non-exclusive, perpetual, irrevocable, transferable, royalty-free and worldwide right, with the right to grant and authorize sublicenses, to use and benefit from such Feedback to provide and improve the Services and Company’s business without any compensation or credit due to Customer.

3. Customer Data, Privacy and Security

3.1. Customer warrants that as between the Parties, Customer solely owns and retains all rights, title and interest in and to Customer Data including all Intellectual Property Rights embodied in Customer Data. "Customer Data" means any data or information associated with the Customer that the Services automatically accesses, collects, processes and/or interacts with, when monitoring, and communicating with Customer Systems (as defined below), or that is otherwise created or made available by the Customer or its Users on or through the Services. Customer hereby grants Company, during the Term, a non-exclusive, worldwide royalty-free right to use and otherwise process the Customer Data solely to the extent necessary to perform its obligations under this Agreement.

3.2. To the extent the Customer chooses to publicly make available certain Customer Data through the Services, Customer acknowledges that such data shall be deemed non-confidential.

3.3. In providing the Services, Company will (i) process and access Customer Data only to the extent reasonably necessary to provide Customer the Services; and (ii) implement and maintain commercially reasonable technical, physical and organizational measures to protect the security, confidentiality and integrity of Customer Data hosted by Company or Company’s authorized third party service providers, from unauthorized access, use, alteration or disclosure.

3.4. To the extent Customer Data contains any personal data as defined under the applicable data protection law ("Personal Data"), Company will process such Personal Data in accordance with its data processing addendum (“DPA”)and in compliance with applicable data protection law. Customer acknowledges and agrees that Company may use aggregated and/or anonymized Customer Data to improve the Services.

4. Confidential Information.

4.1. Each party (the “Receiving Party”) may have access to certain non-public and/or proprietary information of the other party (the “Disclosing Party”), in any form or media, including confidential trade secrets and other information related to the products, software, technology, data, know-how, or business of the Disclosing Party, whether written or oral, and any such other information that, regardless of the manner in which it is furnished and given the totality of the circumstances, a reasonable person or entity should have reason to believe is proprietary, confidential, or competitively sensitive (the “Confidential Information”). The Receiving Party shall take reasonable measures, at least as protective as those taken to protect its own confidential information, but in no event less than reasonable care, to protect the Disclosing Party's Confidential Information from disclosure to a third party. The Receiving Party shall not use or disclose the Confidential Information of the Disclosing Party except as expressly permitted under this Agreement. All right, title and interest in and to Confidential Information are and shall remain the sole and exclusive property of the Disclosing Party.

4.2.  Notwithstanding the foregoing, the Parties agree that Confidential Information will not include any information that the Receiving Party has documentation to demonstrate such information: (i) is or becomes publicly known or is or becomes part of the public domain through no fault of the Receiving Party; (ii) the Disclosing Party authorizes in writing to be disclosed; (iii) is rightfully received by the Receiving Party from a third party without restriction on disclosure and without breach of this Agreement; (iv) is known to the Receiving Party on the Effective Date from a source other than the Disclosing Party, and not subject to a confidentiality obligation.

5. Consideration.

5.1. Fees. The Services are conditioned on Customer's payment in full of the applicable fees set forth in each Order Form.

5.2. All fees are non-refundable and exclusive of tax. Fees shall be payable within thirty (30) days of the date of the invoice issued by Company, unless the Order Form states otherwise. Payment of fees shall be made by wire transfer or ACH to the account designated by Company from time to time, or such other payment method as may be agreed in the applicable Order Form. All amounts payable under each Order Form are exclusive of all sales, use, value-added, withholding, and other direct or indirect taxes, charges, levies and duties. Customer shall bear all value added, state, local, withholding, and other taxes or other charges applicable to the Services. In the event that Customer is required by law to deduct and/or withhold any amounts from any payments due hereunder, it shall gross-up and increase the amounts to be paid to Company so that the actual net amount to be paid to Company shall equal the fees that would have been due to Company without such deduction or withholding.

6. Term and Termination.

6.1. Term. This Agreement shall be in effect as of the Effective Date and shall remain in effect as long as there is an Order Form which is in effect, unless terminated earlier in accordance with the terms hereof (the "Term"). Subject to the provisions of the applicable Order Form, upon termination of the Term, it shall be automatically extended for an additional one-year term, unless either party provided the other party with a 90 days’ prior written notice of termination.

6.2. Termination

6.2.1. Material Breach. Either party may terminate this Agreement with immediate effect upon written notice to the other party if the other party materially breaches this Agreement and such breach remains uncured (to the extent that the breach can be cured) thirty (30) days after having received written notice thereof. In the event Customer terminates this Agreement due to Company’s uncured material breach, Company will promptly refund the pro-rata portion of any fees paid by Customer attributable to the date of the breach through the end of the Term.

6.2.2. Distress Event. In the event that either party becomes liquidated, dissolved, bankrupt or insolvent, whether voluntarily or involuntarily, or shall take any action to be so declared, the other party shall have the right to immediately terminate this Agreement.

7. Effect of Termination.

7.1. General. Upon termination of this Agreement, (1) Customer shall immediately discontinue all access and use of the Services and shall promptly delete all copies of the Documentation in Customer’s or any of its representatives’ possession or control; (2) Company will delete Customer Data and disable Platform account access.

7.2. Survival. This Section 7 and Sections 1.3 (Restrictions on Use), 2 (Rights and Title),4 (Confidential Information) 5 (Consideration), 9 (Warranty Disclaimer), 10 (Limitation of Liability), 11 (Indemnification), and 13 (Miscellaneous) shall survive termination of this Agreement.

8. Representations of the Parties.

8.1. Each Party represents and warrants that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization; and that the execution and performance of this Agreement will not conflict with other agreements to which it is bound or violate applicable law.

8.2. Company represents and warrants that (1) it and its personnel shall have, and shall maintain throughout the Term, the capability, skills, experience, licenses, and means required (in accordance with applicable law) to perform the Services; (2) Company will perform the Services in accordance with the industry professional standards, know-how, processes, procedures and work methods of Company, as may be updated by Company from time to time.

8.3. Customer shall grant Company access to certain Customer's computer systems, cloud resources and other web related assets, including but not limited to Customer's digital assets whether on premises, or as part of any cloud environment (collectively, "Customer Systems"), for the sole purpose of the performance of the Services. The Customer shall have control over the scope and type of access with respect to each such Customer Systems and applicable data source, provided that Customer acknowledges that any restriction on such access and permissions may result in limitation of the Services. Customer further confirms that it has the right to grant such access to Company and that the provision of the Services is not in violation of any agreement to which the Customer is a party, with any third party, or any regulation or law applicable to the Customer.

9. Warranty Disclaimer. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH ABOVE IN THIS SECTION, EACH PARTY HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, NON-INTERFERENCE, ACCURACY, CONDITION, AND FITNESS FOR A PARTICULAR PURPOSE (WHETHER OR NOT SUCH PARTY KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE AWARE OF ANY SUCH PURPOSE). WITHOUT LIMITING THE FOREGOING, COMPANY DOES NOT WARRANT THAT THE USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

CUSTOMER ACKNOWLEDGES AND AGREES THAT THE SERVICES MAY INCORPORATE AND UTILIZE ARTIFICIAL INTELLIGENCE AND MACHINE-LEARNING TECHNOLOGIES (“AI”) TO PRODUCT REQUIREMENTS, FEATURE SPECIFICATIONS, DOCUMENTATION,  WORKFLOWS, RECOMMENDATION, OR OTHER OUTPUTS (“AI OUTPUT”) AND TO ENHANCE FUNCTIONALITY, EFFICIENCY, AND USER EXPERIENCE. CUSTOMER UNDERSTANDS THAT AI OUTPUT MAY BE INACCURATE, INCOMPLETE, OR CONTEXT-DEPENDENT, AND IS SUBJECT TO CUSTOMER’S INDEPENDENT REVIEW AND JUDGMENT PRIOR TO IMPLEMENTATION OR RELIANCE. CUSTOMER REMAINS SOLELY RESPONSIBLE FOR ITS PRODUCT DECISIONS, SPECIFICATIONS, AND ACTIONS TAKEN BASED ON THE SERVICES OR ANY AI OUTPUT. CUSTOMER FURTHER ACKNOWLEDGES THAT AI TECHNOLOGIES ARE EVOLVING, AND COMPANY DOES NOT GUARANTEE ANY SPECIFIC OUTCOMES, RESULTS, OR LEVEL OF PERFORMANCE ARISING FROM THE SERVICES OR ANY AI OUTPUT. DUE TO THE NATURE OF ARTIFICIAL INTELLIGENCE, AI OUTPUT MAY NOT BE UNIQUE, AND SIMILAR OR IDENTICAL OUTPUTS REQUIREMENTS, SPECIFICATIONS, OR RECOMMENDATIONS MAY BE GENERATED FOR OTHER CUSTOMERS. SUCH SIMILARITY DOES NOT IMPLY ANY USE OR DISCLOSURE OF CUSTOMER CONFIDENTIAL INFORMATION, AND CUSTOMER ACQUIRES NO RIGHTS IN OUTPUTS GENERATED FOR OTHERS.

10. Limitation of Liability.

10.1. NEITHER PARTY SHALL BE LIABLE, IN CONTRACT OR TORT, UNDER STATUTE OR OTHERWISE, ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES IN CONNECTION WITH CLAIMS ARISING OUT OF THIS AGREEMENT OR ANY ORDER FORM, OR OTHERWISE RELATING TO THE SERVICES, INCLUDING ANY AMOUNT FOR LOSS OF PROFIT, DATA OR GOODWILL, WHETHER OR NOT THE LIKELIHOOD OF SUCH LOSS OR DAMAGE WAS CONTEMPLATED. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR AGGREGATED DAMAGES IN EXCESS OF THE FEES ACTUALLY PAID OR PAYABLE TO COMPANY BY CUSTOMER (DIRECTLY OR THROUGH A PARTNER) IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10.2. NOTWITHSTANDING THE FOREGOING, NOTHING HEREIN SHALL LIMIT THE LIABILITY OF EITHER PARTY IN ANY WAY FOR LIABILITY OR DAMAGES ARISING FROM (A) INTENTIONAL MISCONDUCT, (B) FRAUD OR FRAUDULENT MISREPRESENTATION. NO CLAIM RELATING TO THE SERVICES OR OTHERWISE UNDER THIS AGREEMENT SHALL BE MADE AFTER THE LAPSE OF 12 MONTHS FOLLOWING THE COMPLETION OF A PARTICULAR SERVICE.

11. Indemnification.

Subject to Section 10 above, Company shall defend, indemnify and hold harmless Customer, from and against any claims, damages, costs, liabilities and expenses (including reasonable attorneys’ fees) arising out of or related to any claim that the Services and/or Documentation infringes any third-party intellectual property right. Indemnification hereunder shall be conditioned upon: (a) Customer notifying Company of the claim immediately upon becoming aware thereof, (b) Customer allowing Company to assume full control of the defense and settlement of such claim, and (c) Customer reasonably cooperating with Company in the defense and settlement of the claim. If a claim is likely, Company may procure the right to continue, modify the Services to be non-infringing without material reduction in functionality, or terminate the affected Services and refund prepaid, unused fees on a pro-rata basis.

Notwithstanding the foregoing, Company shall have no responsibility for claims resulting from or based on: combinations not provided by Company; use outside scope or not in accordance with the Documentation; or continued use after Company notified Customer of the claim and made available a commercially reasonable remedy to avoid the alleged infringement.

12. Partner. If Customer has purchased the Services granted hereunder from a partner, reseller or distributor authorized by Company (“Partner”), the terms of Section 5 (Consideration) shall not apply. To the extent there is any conflict between this Agreement and the agreement entered between Customer and the respective Partner, including any purchase order (“Partner Order Form”), then, as between Customer and Company, this Agreement shall prevail. Any rights granted to Customer in such Partner Order Form which are not contained in this Agreement, apply only in connection with such Partner. In that case, Customer must seek redress or realization or enforcement of such rights solely with such Partner and not Company.

13. Miscellaneous.

13.1. Entire Agreement; Amendments. This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements relating to its subject matter. Amendments must be in writing and signed by both Parties.

13.2. Assignment. Neither party may assign this Agreement without the other party's prior written consent, except either party may assign to a successor to substantially all of its assets or business without consent. This Agreement binds and benefits the parties' successors and assigns.

13.3. Severability. If any provision is held unenforceable, it shall not affect the validity of any other provision.

13.4. Relationship. This Agreement does not create any partnership, joint venture, employment, or agency relationship between the Parties.

13.5. Force Majeure. Company shall not be liable for delays or failures caused by circumstances beyond its reasonable control, including strikes, natural disasters, acts of God, war, government actions, terrorism, pandemics, or power outages.

13.6. Publicity; Export. Company may use Customer's name and logo in customer lists. Each party represents compliance with applicable export control and sanctions laws.

13.7. Governing Law and Jurisdiction. This Agreement shall be governed by the laws of Delaware, without regard to conflict of laws principles. The courts of Delaware shall have exclusive jurisdiction over any disputes.

13.8. Counterparts and Notices. This Agreement may be executed electronically in counterparts. All notices shall be in writing and delivered via email, courier, or mail to the addresses in the Order Form, and deemed given upon receipt or acknowledgment.