MYSAVANT.AI
MASTER AGREEMENT

Last Updated: October 9, 2026

PREAMBLE

This Master Agreement (this “Master Agreement”) sets forth the general terms and conditions that govern all services and products provided by MySavant.ai Inc., a Delaware corporation (“MySavant.ai”), to the client identified in the applicable product-specific or service-specific Schedule (the “Client”). This Master Agreement, together with all applicable Schedules, Order Forms, Exhibits, and Statements of Work (collectively, the “Agreement”), forms the complete agreement between the parties for the applicable engagement. Product-specific and service-specific terms are set forth in the applicable Schedule(s): Schedule A (Professional Services Terms) governs outsourced workforce, business process, and related professional services; Schedule B (WorkforceOS Subscription Terms) governs access to and use of the WorkforceOS platform; and Schedule C (AI Agents Subscription Terms) governs access to and use of the AI Agents platform and related AI-driven voice, text, email, and automation services. Capitalized terms used but not defined in this Master Agreement have the meanings given to them in the applicable Schedule or Order Form.

This Master Agreement is incorporated by reference into each applicable product-specific or service-specific Schedule, whether or not attached. By executing, accepting, or issuing a product-specific or service-specific Schedule or Order Form that references this Master Agreement, or by accessing, receiving, or using any Services or the Platform, Client agrees to be bound by this Master Agreement and the applicable Schedules. Any person accepting this Master Agreement on behalf of Client represents that such person has authority to bind Client.

MySavant.ai may update this Master Agreement from time to time, and the “Last Updated” date above indicates when this Master Agreement was most recently revised; provided, however, that no update will materially reduce Client’s rights or materially increase Client’s obligations during the then-current term of any applicable Order Form without Client’s written consent.

In the event of any conflict among the documents forming the Agreement, the order of precedence is: (a) the applicable Order Form; (b) the applicable Schedule; and (c) this Master Agreement.

1.DEFINITIONS AND INTERPRETATION

1.1In the Agreement, the following interpretation conventions apply unless the context otherwise requires:

(a)“Include,” “includes,” and “including” mean “without limitation.”

(b)“Or” is not exclusive (i.e., it includes “and/or”).

(c)The words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to this Master Agreement and the Agreement as a whole, not to any particular section or provision.

(d)References to “Sections” or “Exhibits” are to sections or exhibits of the Agreement unless otherwise stated.

(e)References to any document mean that document as amended, supplemented, or restated from time to time.

(f)References to any statute or law include all amendments, successor legislation, and regulations promulgated thereunder.

1.2The Agreement (including this Master Agreement) is to be construed without any presumption against the party that drafted it.

1.3All Exhibits to the Agreement are an integral part of the Agreement and are incorporated by reference.

1.4Captions and headings are for convenience of reference only and do not affect the interpretation of the Agreement or this Master Agreement.

2.RELATIONSHIP OF THE PARTIES

2.1MySavant.ai performs its obligations under the Agreement as Client’s independent contractor. MySavant.ai is not an employee, agent, partner, or joint venturer of Client. Neither party has authority to bind the other or incur obligations on the other’s behalf without prior written consent.

2.2To the extent MySavant.ai assigns personnel to perform services under the Agreement (“Assigned Personnel”), MySavant.ai is the sole employer of such personnel and is solely responsible for their compensation, benefits, and all other employment-related matters. Client will not provide employee benefits to MySavant.ai or any Assigned Personnel. Additional personnel-related terms applicable to professional services engagements are set forth in Schedule A.

2.3Nothing in the Agreement creates an employment, joint-employer, agency, partnership, or joint-venture relationship between Client and MySavant.ai or between Client and any Assigned Personnel.

2.4The parties will cooperate in good faith to defend against any claim or proceeding alleging an employment, joint-employer, or agency relationship involving Assigned Personnel, including sharing relevant information (subject to applicable confidentiality obligations and legal privileges) and coordinating defense strategy.

3.INTELLECTUAL PROPERTY

3.1“Intellectual Property Rights” means all intellectual property rights worldwide, including copyrights; patents and patent disclosures (whether or not patentable); trademarks and service marks; trade secrets, know-how, and other Confidential Information; trade dress; trade names; logos; corporate names; domain names and associated goodwill; derivative works; and all other intellectual property rights of any kind.

3.2Each party retains all right, title, and interest in and to its own independently owned or developed materials, technology, and intellectual property (“Pre-Existing Materials”).

3.3Client owns all deliverables created specifically for Client by MySavant.ai or its personnel in the course of performing professional services under the Agreement (“Client Work Product”), excluding any MySavant.ai Pre-Existing Materials incorporated into them. The classification of specific deliverables as Client Work Product or MySavant.ai Technology will be specified in the applicable Schedule, Order Form, or Statement of Work.

3.4MySavant.ai retains all right, title, and interest in and to its technology and proprietary materials (“MySavant.ai Technology”), including the WorkforceOS platform, the AI Agents platform, software, algorithms, artificial intelligence and machine-learning technologies, AI agents, prompts and system prompts, models, agent configurations, workflows, automation frameworks, connectors and integrations, process maps and frameworks, dashboards, templates, methodologies, benchmarking methodologies, analytics models, recruiting tools and processes, training systems, generalized improvements, know-how, and other intellectual property used or developed in providing the Services or the Platform. Any improvements, modifications, derivatives, enhancements, or generalized learnings relating to MySavant.ai Technology remain the exclusive property of MySavant.ai, including when developed in connection with a Client engagement, provided that MySavant.ai does not acquire ownership of Client Confidential Information or Client Data.

3.5To the extent MySavant.ai Pre-Existing Materials are incorporated into Client Work Product, MySavant.ai grants Client a perpetual, non-exclusive, royalty-free license to use those Pre-Existing Materials solely as incorporated in, and to the extent necessary to use, the Client Work Product.

3.6MySavant.ai also grants Client a non-exclusive, worldwide, non-transferable, non-sublicensable, royalty-free license during the term of the applicable Order Form to use MySavant.ai’s materials to the extent necessary for Client to make reasonable use of the Services or the Platform, as applicable.

3.7For the avoidance of doubt, Client Work Product that is generated or assisted by artificial intelligence, machine learning, or automation technologies is subject to the same ownership provisions as Client Work Product created through human effort alone, subject to applicable law regarding the copyrightability or protectability of AI-generated outputs. Ownership of reports, measurements, insights, recommendations, and other outputs generated by the WorkforceOS platform is governed by Schedule B. Ownership of AI Outputs generated by the AI Agents platform is governed by Schedule C. MySavant.ai’s retention of all rights in the underlying Platform, models, algorithms, and MySavant.ai Technology used to generate such outputs is not affected by Client’s ownership of the outputs themselves.

4.CONFIDENTIALITY

4.1“Confidential Information” means any non-public information disclosed by or on behalf of a party (the “Disclosing Party”) to the other party (the “Receiving Party”), orally, in writing, electronically, or by any other means, including business, financial, technical, operational, and client-related information (such as client lists, pricing, payment amounts, data, processes, plans, and strategies), whether or not marked or designated as confidential.

4.2Each party will hold the other’s Confidential Information in strict confidence, use at least reasonable care (and no less than the care it uses for its own confidential information of a similar nature) to protect it, and use or disclose it only as necessary to perform or receive the Services or use the Platform, as applicable, or exercise rights under the Agreement.

4.3Disclosure is permitted only to officers, employees, contractors, professional advisers, and affiliates with a legitimate need to know, provided they are bound by confidentiality obligations at least as protective as those set forth herein. The Receiving Party is responsible for any breach by its permitted recipients.

4.4Confidential Information does not include information that:

(a)is or becomes publicly available through no breach by the Receiving Party;

(b)was lawfully known to the Receiving Party without restriction prior to disclosure;

(c)is lawfully received from a third party without a confidentiality obligation; or

(d)is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

4.5If a Receiving Party is legally compelled to disclose Confidential Information, it will, to the extent legally permissible and practicable, provide prompt written notice to the Disclosing Party so that the Disclosing Party may seek a protective order or other appropriate remedy.

4.6The Receiving Party will provide reasonable assistance (at the Disclosing Party’s cost) in connection with any such protective order and will disclose only the portion of Confidential Information that is legally required, using commercially reasonable efforts to obtain confidential treatment thereof.

4.7Upon termination of the Agreement or upon written request, each party will return or destroy the other’s Confidential Information, except for:

(a)copies retained on routine IT backup or disaster-recovery systems, which will be destroyed in the ordinary course; and

(b)a single archival copy retained solely for recordkeeping or legal-compliance purposes.

4.8Retained copies remain subject to the confidentiality obligations of this Section.

4.9Each party will promptly notify the other of any known unauthorized access, use, loss, or disclosure of Confidential Information. As between the parties, Client retains ownership of all data provided by or on behalf of Client or collected on Client’s behalf in connection with the Services or the Platform (“Client Data”).

4.10MySavant.ai will process Client Data solely as necessary to provide, maintain, support, secure, and improve the Services or the Platform, as applicable, and in accordance with Client’s documented instructions. MySavant.ai will not sell Client Data or use it for advertising purposes.

4.11MySavant.ai will maintain administrative, technical, and physical safeguards appropriate to the nature of the Client Data processed, including encryption of Client Data in transit and at rest, role-based access controls, and logging of access to Client Data.

4.12MySavant.ai will notify Client without undue delay, and in any event within seventy-two (72) hours, after confirming a security incident that results in unauthorized access to, or unauthorized acquisition, disclosure, or use of, Client Data, and will cooperate reasonably in Client’s investigation and response.

4.13MySavant.ai will not use Client Data to train general-purpose artificial intelligence or machine learning models that are made available to third parties. MySavant.ai may use data derived from Client’s use of the Services or Platform in aggregated and de-identified form, which does not identify Client or any individual, to operate, benchmark, and improve MySavant.ai’s products and services, during and after the term of the Agreement.

4.14Client acknowledges that certain Services and Platforms, including AI-driven services, may be provided in part by third-party platforms operating foundational AI models and related data processing services (“Third Party AI Platforms”). To provide such Services, MySavant.ai may transfer Client Data to Third Party AI Platforms for processing, and Client hereby authorizes MySavant.ai to share Client Data with these Third Party AI Platforms solely as necessary to provide the applicable Services or Platform. Client may be required to accept supplemental terms and conditions of Third Party AI Platforms as a condition of using AI-driven Services.

4.15Where required by applicable data protection law, the parties will enter into a data processing addendum in a form reasonably acceptable to both parties. MySavant.ai will, at Client’s written request and no more than once per twelve-month period, make available a summary of its then-current SOC 2 Type II report (or equivalent independent audit report) covering the systems used to process Client Data.

4.16MySavant.ai will ensure that all Assigned Personnel are bound by written confidentiality obligations at least as protective as those contained in this Section 4. MySavant.ai remains fully responsible for the compliance of its Assigned Personnel.

4.17MySavant.ai will promptly report any breach or suspected breach of confidentiality by an Assigned Personnel and will use its commercially reasonable efforts to prevent any continuing unauthorized use or disclosure, including seeking judicial remedies where appropriate.

4.18Each party acknowledges that a breach or threatened breach of this Section may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, the non-breaching party is entitled to seek injunctive or other equitable relief without the posting of a bond or proof of actual damages. Such remedy is in addition to, and not in lieu of, all other available remedies.

4.19The obligations of confidentiality survive termination of the Agreement for five (5) years; provided, however, that with respect to any Confidential Information constituting a trade secret under applicable law, such obligations will continue for so long as such information remains a trade secret under applicable law. With respect to Client Data containing personally identifiable information, the obligations of confidentiality will continue for so long as such data remains in the Receiving Party’s possession or control.

4.20If a separate Non-Disclosure Agreement exists between the parties, the NDA controls to the extent of any conflict, except that the survival period and Assigned Personnel obligations set forth in this Section continue to apply.

5.REPRESENTATIONS AND WARRANTIES

5.1Each party represents and warrants that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; (b) it has full power and authority to enter into the Agreement and perform its obligations thereunder; and (c) the Agreement constitutes a valid and binding obligation, enforceable in accordance with its terms.

5.2MySavant.ai represents and warrants that (a) the Services will be performed in a professional and workmanlike manner, consistent with generally accepted industry standards, using qualified and skilled personnel, and (b) the Platform will perform materially in accordance with its documentation during the applicable Term. If Client reasonably determines that any deliverable or Platform function contains a material defect attributable to MySavant.ai’s failure to meet the foregoing standards, Client must notify MySavant.ai in writing within ten (10) business days of discovery, specifying the defect in reasonable detail. MySavant.ai’s sole obligation and Client’s exclusive remedy for breach of this warranty is, at MySavant.ai’s election, to re-perform the defective Services, correct the Platform non-conformity, or provide a credit or refund for the fees allocable to such defective Services or the applicable subscription period.

5.3EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 5, NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED.

5.4CLIENT ACKNOWLEDGES THAT CERTAIN SERVICES MAY UTILIZE ARTIFICIAL INTELLIGENCE, MACHINE LEARNING, AND AUTOMATION TECHNOLOGIES THAT MAY PRODUCE OUTPUTS THAT ARE PROBABILISTIC IN NATURE, MAY CONTAIN ERRORS OR INACCURACIES, AND ARE NOT SUBSTITUTES FOR HUMAN JUDGMENT. MYSAVANT.AI DOES NOT WARRANT THAT AI-GENERATED OUTPUTS WILL BE ERROR-FREE, COMPLETE, OR SUITABLE FOR ANY PARTICULAR PURPOSE. CLIENT IS SOLELY RESPONSIBLE FOR REVIEWING, VALIDATING, AND DETERMINING THE APPROPRIATENESS OF ANY AI-GENERATED OUTPUTS BEFORE USE. THE WARRANTY OF PROFESSIONAL AND WORKMANLIKE MANNER SET FORTH IN SECTION 5.2 APPLIES TO THE HUMAN PROFESSIONAL JUDGMENT AND OVERSIGHT EXERCISED IN CONNECTION WITH THE SERVICES, AND NOT TO THE ACCURACY, COMPLETENESS, OR FITNESS FOR PURPOSE OF ANY OUTPUT GENERATED IN WHOLE OR IN PART BY ARTIFICIAL INTELLIGENCE OR MACHINE LEARNING TECHNOLOGIES.

6.INDEMNIFICATION

6.1MySavant.ai will indemnify, defend, and hold harmless Client and its officers, directors, employees, and agents from and against all third-party claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) bodily injury (including death) or damage to tangible property caused by the gross negligence, willful misconduct, or fraud of MySavant.ai or its personnel; (b) an allegation that the Services or the Platform, as provided by MySavant.ai and used in accordance with the Agreement, infringe a United States patent, copyright, or trademark or misappropriate a trade secret; (c) a material breach by MySavant.ai of its confidentiality or data protection obligations under Section 4; or (d) a material breach by MySavant.ai of applicable labor, employment, or social security laws with respect to Assigned Personnel.

6.2If a claim is made or appears likely under Section 6.1(b), MySavant.ai may, at its option and expense: (i) procure for Client the right to continue using the affected Services or Platform; (ii) modify the affected Services or Platform to make them non-infringing without materially reducing their functionality; or (iii) if neither (i) nor (ii) is commercially reasonable, terminate the affected Order Form and refund to Client any prepaid fees allocable to the period after termination. MySavant.ai has no obligation under Section 6.1(b) for claims arising from: (A) Client Data or Client-provided content; (B) modifications made by anyone other than MySavant.ai; (C) combinations with items not supplied by MySavant.ai; or (D) use of the Services or Platform in breach of the Agreement.

6.3Client will indemnify, defend, and hold harmless MySavant.ai and its officers, directors, employees, and agents from and against all third-party claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) bodily injury (including death) or damage to tangible property caused by the willful misconduct, fraud, or negligence of Client or its personnel; (b) Client Data or Client-provided content that infringes or misappropriates a third party’s intellectual property rights; (c) Client’s violation of applicable data protection or privacy laws in connection with Client Data; (d) Client’s misuse of the Services, Platform, or AI-generated outputs in a manner not authorized by the Agreement; (e) Client’s failure to provide legally required notices to, or obtain legally required consents from, individuals whose data is processed through the Platform or the Services; or (f) any actual or alleged violation by Client, its agents, or Authorized Users of the TCPA, CAN-SPAM, TSR, or any similar federal, state, or local law regulating commercial communications, including Client’s failure to obtain proper consent or to honor opt-out or unsubscribe requests. The indemnity obligation set forth in clause (f) does not apply to the extent that any claim arises solely from MySavant.ai’s gross negligence, willful misconduct, or unauthorized modifications to communication templates or functionality.

6.4The indemnified party will: (a) promptly notify the indemnifying party in writing of any claim for which indemnification is sought (provided that failure to give prompt notice will not relieve the indemnifying party of its obligations except to the extent the indemnifying party is materially prejudiced by such failure); (b) grant the indemnifying party sole control of the defense and settlement of the claim; and (c) provide reasonable cooperation (at the indemnifying party’s expense) in the defense of such claim. The indemnifying party will not settle any claim in a manner that imposes liability or obligations on the indemnified party without the indemnified party’s prior written consent (not to be unreasonably withheld, conditioned, or delayed).

6.5Neither party is required to indemnify the other to the extent that a claim arises from the indemnified party’s own negligence, recklessness, willful misconduct, fraud, or bad faith.

7.LIMITATION OF LIABILITY

7.1EXCEPT FOR THE CARVE-OUTS SET FORTH BELOW, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST USE, LOST REVENUE, LOST PROFITS, OR LOSS OF DATA, REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY UPON WHICH THE CLAIM IS BASED.

7.2EXCEPT FOR THE CARVE-OUTS SET FORTH BELOW, EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO MYSAVANT.AI UNDER THE APPLICABLE AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

7.3FOR CLAIMS ARISING FROM (A) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT (BUT EXCLUDING DEATH OR BODILY INJURY), OR (B) A PARTY’S BREACH OF ITS CONFIDENTIALITY OR DATA PROTECTION OBLIGATIONS UNDER SECTION 4, EACH PARTY’S AGGREGATE LIABILITY WILL NOT EXCEED TWO TIMES (2X) THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO MYSAVANT.AI UNDER THE APPLICABLE AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

7.4The limitations and exclusions of liability set forth in this Section do not apply to: (a) liability arising from a party’s gross negligence or willful misconduct (subject to the super-cap above); (b) liability for death or bodily injury caused by a party’s gross negligence or willful misconduct; (c) a party’s breach of its confidentiality or data protection obligations under Section 4 (subject to the super-cap above); or (d) a party’s indemnification obligations under Section 6 to the extent they relate to third-party claims described in the foregoing carve-outs.

8.COMPLIANCE WITH LAW

8.1Each party will comply with all laws, rules, regulations, and governmental orders applicable to its performance under the Agreement, including applicable labor, employment, tax, data protection, anti-corruption, and export-control laws. Each party represents that neither it nor its principals is the subject of any sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (OFAC), the U.S. Department of State, the United Nations Security Council, the European Union, or His Majesty’s Treasury. Neither party will directly or indirectly export, re-export, or transfer any data or deliverables received under the Agreement in violation of applicable export-control laws.

8.2Where the Services or Platform enable Client to transmit outbound voice calls, SMS or text messages, email, or other electronic communications to third parties, Client acknowledges that such communications may be subject to federal, state, and local laws and regulations, including the Telephone Consumer Protection Act (TCPA), 47 U.S.C. § 227; the Controlling the Assault of Non-Solicited Pornography and Marketing Act (CAN-SPAM), 15 U.S.C. § 7701 et seq.; the Telemarketing Sales Rule (TSR), 16 C.F.R. Part 310; and applicable state laws governing telemarketing, robocalls, autodialed communications, prerecorded voice messages, SMS marketing, or email solicitation.

9.COMMUNICATIONS COMPLIANCE

9.1Client represents, warrants, and agrees that it will use such Services in full compliance with all applicable laws, rules, and regulations governing the transmission of commercial or informational communications, including any future amendments or successor legislation. Client is solely responsible for: (a) obtaining and maintaining any legally required prior express or written consents from communication recipients, including those required for calls or texts made using an automatic telephone dialing system; (b) complying with all opt-out, do-not-call, unsubscribe, and revocation-of-consent requests in a timely manner; (c) ensuring that all communications (including prerecorded messages or AI-generated voice) comply with applicable content, time-of-day, and frequency restrictions; (d) maintaining internal policies, records, and audit trails demonstrating legal compliance; and (e) ensuring that any third-party data sources or contact lists used in connection with the Services were lawfully obtained and are used in compliance with applicable law.

9.2MySavant.ai does not provide legal advice regarding the legality of Client’s use of the Services. Client is solely responsible for consulting its own legal counsel to determine its compliance obligations under all applicable communications, privacy, and marketing laws.

10.REMEDIES

10.1Each party acknowledges that a breach of certain provisions of the Agreement (including confidentiality, intellectual property, and restrictive covenant obligations) may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, the non-breaching party is entitled to seek injunctive or other equitable relief without the necessity of proving actual damages or posting a bond or other security. Such equitable remedy is in addition to, and not in lieu of, all other remedies available at law or in equity.

10.2All remedies available under the Agreement are cumulative and not exclusive of any other remedies available at law, in equity, or otherwise.

11.FORCE MAJEURE

11.1Neither party will be liable for any failure or delay in performing its obligations under the Agreement (other than payment obligations) to the extent that such failure or delay is caused by a Force Majeure Event.

11.2A “Force Majeure Event” means any event beyond a party’s reasonable control, including: (a) acts of God; (b) flood, fire, or explosion; (c) war (whether declared or not), invasion, terrorism, riot, or civil unrest; (d) embargoes or blockades; (e) national or regional emergency; (f) strikes, labor stoppages, slowdowns, or other industrial disturbances; and (g) compliance with any law or governmental order, rule, regulation, or action (including embargoes, export or import restrictions, quotas, or refusal to grant a necessary license or permit).

11.3A Force Majeure Event does not relieve Client of the obligation to pay amounts due for Services already performed or subscription periods already commenced.

11.4The affected party will notify the other party in writing within ten (10) days of becoming aware of the Force Majeure Event, stating the expected duration and using commercially reasonable and diligent efforts to mitigate, end the delay, and resume performance as soon as reasonably practicable.

11.5If a Force Majeure Event continues for thirty (30) days or more, the non-affected party may terminate the affected Services or Order Form upon written notice to the affected party.

11.6If Client is the non-affected party and terminates under this Section, Client is entitled to a refund of any prepaid amounts allocable to Services not yet performed or subscription periods not yet commenced.

11.7Unless terminated, the term of the Agreement is automatically extended by the duration of the suspension period.

12.ELECTRONIC SIGNATURES AND COUNTERPARTS

12.1The Agreement may be executed in one or more counterparts, each of which is deemed an original and all of which together constitute one and the same agreement.

12.2A digital, PDF, or other electronic reproduction of the Agreement may be executed and delivered by electronic signature that complies with the U.S. federal Electronic Signatures in Global and National Commerce Act of 2000 (ESIGN Act), including through platforms such as DocuSign or similar services, or by email or other electronic transmission. Such counterparts are valid, binding, and enforceable.

12.3This Master Agreement and the Schedules need not be separately signed. They are binding upon the parties upon the execution, acceptance, or issuance of a product-specific or service-specific Schedule that references them, and each party waives any defense to enforceability based on the absence of a signature on this Master Agreement.

13.MISCELLANEOUS / GENERAL PROVISIONS

13.1This Master Agreement, together with the applicable Schedule(s), Order Form(s), and any addenda, constitutes the Agreement. The core commercial provisions of each engagement—including scope of services or subscription, pricing, payment terms, service levels, and term and termination—are set forth in the applicable Schedule and Order Form. The legal terms and risk-allocation provisions set forth in this Master Agreement (including intellectual property, confidentiality, data protection, indemnification, limitation of liability, representations and warranties, and governing law) govern the parties’ respective rights and obligations with respect to such matters.

13.2In the event of any conflict among the documents forming the Agreement, the order of precedence is set forth in the Preamble of this Master Agreement.

13.3Client may not assign or transfer the Agreement or any of its rights or obligations thereunder without the prior written consent of MySavant.ai. MySavant.ai may assign the Agreement to an affiliate or to a successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets without Client’s consent, provided that the assignee assumes all of MySavant.ai’s obligations under the Agreement. Any purported assignment in violation of this Section is void.

13.4Except for updates to this Master Agreement made in accordance with the Preamble, no amendment to or modification of the Agreement will be effective unless in writing and signed by authorized representatives of both parties, and no product-specific or service-specific Schedule will modify this Master Agreement unless it expressly identifies the section being modified, in which case such modification applies only to that product-specific or service-specific Schedule. No waiver of any provision will be effective unless in writing and signed by the waiving party. A waiver of any breach will not constitute a waiver of any subsequent breach.

13.5All notices required or permitted under the Agreement must be in writing and will be deemed given when: (a) delivered personally; (b) sent by nationally recognized overnight courier; (c) sent by email (with confirmation of receipt); or (d) sent by certified or registered mail, return receipt requested, postage prepaid. Notices are effective upon receipt and must be addressed to the parties at the addresses set forth in the Agreement (or such other address as a party may designate by written notice).

13.6If any provision of the Agreement or this Master Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect. The parties will negotiate in good faith to replace the invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision.

13.7The Agreement and this Master Agreement are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles.

13.8Each party irrevocably submits to the exclusive jurisdiction of the federal courts of the United States or the courts of the State of Delaware for the resolution of any dispute arising out of or relating to the Agreement or this Master Agreement. Each party waives any objection to the laying of venue in such courts and any claim of inconvenient forum.

13.9EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THE AGREEMENT OR THIS MASTER AGREEMENT.

13.10In any action or proceeding to enforce or interpret the Agreement or this Master Agreement, the prevailing party will be entitled to recover its reasonable attorneys’ fees, costs, and expenses from the non-prevailing party.

13.11The Agreement does not create an exclusive relationship between the parties. Each party is free to engage with or provide services to third parties, subject to the confidentiality and restrictive covenant obligations set forth herein.

13.12Neither party will use the other party’s name, logo, or trademarks in any public announcement, press release, marketing material, or other publicity without the other party’s prior written consent, except as required by applicable law or regulation or as otherwise expressly permitted in the applicable Schedule.

13.13Each party will execute and deliver such further documents and take such further actions as may be reasonably necessary to give full effect to the terms and intent of the Agreement.

13.14The Agreement (including this Master Agreement and all applicable Schedules, Exhibits, Statements of Work, Order Forms, and Change Orders) constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, negotiations, representations, and proposals, whether written or oral, relating to such subject matter. Terms on any purchase order or Client vendor portal do not apply unless expressly agreed in an Order Form.

13.15The Agreement is for the sole benefit of the parties and their permitted successors and assigns. Nothing in the Agreement confers any right, benefit, or remedy on any person or entity that is not a party to the Agreement.