CURATELY MASTER SERVICES & SUBSCRIPTION AGREEMENT

This Master Services & Subscription Agreement (the "Agreement") is entered into by and between Curately AI, Inc. ("Curately") and the customer identified in the applicable Order Form ("Customer"). Curately and Customer are each a "Party" and, collectively, the "Parties." This Agreement governs Customer's access to and use of Curately's platform and products, including (i) Maya™ Voice AI, (ii) AI Sourcing, (iii) Data Access & Enrichment, (iv) AI Matching, and any other Curately-branded software-as-a-service products, professional services, APIs, mobile applications, or related deliverables (collectively, the "Services"). By executing an Order Form that references this Agreement, Customer agrees to be bound by its terms.

1. DEFINITIONS

1.1 "Administrator" means Customer's designated user(s) with authority to manage Customer's account and Seats.

1.2 "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party.

1.3 "AI Features" means functionality within the Services that generates, transforms, or classifies data using machine-learning or artificial-intelligence techniques.

1.4 "Authorized User" means an individual employee or contractor of Customer who (a) is assigned a unique user credential (a "Seat") and (b) accesses the Services solely for Customer's internal business purposes.

1.5 "Beta Services" has the meaning set forth in Section 2.5.

1.6 "Content" means information Curately obtains from publicly available sources or third-party providers and makes available through the Services.

1.7 "Customer Data" means data, files, or other content submitted to the Services by or on behalf of Customer, excluding Content and Curately Data.

1.8 "Curately Data" means data or insights generated, derived, appended, or enhanced by Curately through operation of the Services, including analytics, models, and metadata, but excluding unaltered Customer Data.

1.9 "Documentation" means Curately's user guides, knowledge-base articles, and API specifications made available to Customer, as updated from time to time.

1.10 "Order Form" means an ordering document executed by the Parties that sets out the Service tiers, quantities, Subscription Period, pricing, and any Professional Services.

1.11 "Personal Data" has the meaning given in applicable data-protection laws.

1.12 "Third-Party Product" has the meaning set forth in Section 2.6.

2. SCOPE OF SERVICES; LICENSE

2.1 Subscription Rights

Subject to the terms of this Agreement and timely payment of all Fees, Curately grants Customer a non-exclusive, non-transferable, worldwide right during the Subscription Period to access and use the Services and Documentation solely for Customer's internal business purposes, up to the usage limits specified in the applicable Order Form.

2.2 Professional Services

Curately may provide implementation, integration, data-migration, or other professional services ("Professional Services") as described in an SOW that references this Agreement.

2.3 Usage Limits & Fair Use

(a) Seats are personal and non-transferable except upon permanent role change. (b) Credits and minutes expire at the end of each billing cycle and may be throttled to prevent abuse. (c) If Customer exceeds contractual limits, Curately may invoice overages or require an Order Form for additional capacity.

2.4 Restrictions

Customer shall not and shall not permit any third party to (i) reverse engineer, decompile, disassemble, or attempt to discover the source code or underlying algorithms of the Services; (ii) copy, frame, or mirror any part of the Services, other than copying for archival or internal training purposes; (iii) use the Services to develop or offer a competing product or service; (iv) resell, sublicense, time-share, or otherwise provide the Services to any third party except as expressly permitted; (v) use automated scripts, bots, or scraping technologies to harvest data or circumvent credit/seat limits; (vi) use the Email, SMS, or calling capabilities of the Services to send spam, phishing, or any message that violates the CAN-SPAM Act, TCPA, TRACED Act, CASL, or other anti-spam/telemarketing laws, including sending to any recipient without a lawful basis or required opt-out mechanism; (vii) upload or transmit infringing, defamatory, or unlawful material or content that violates third-party privacy rights; (viii) probe, scan, or test the vulnerability of the Services or interfere with their integrity or performance; (ix) access the Services for purposes of monitoring availability or performance for competitive benchmarking; or (x) export, re-export, or otherwise access or use the Services in violation of U.S. or other applicable export-control or sanctions regulations.

2.5 Beta Services

Curately may, from time to time, make alpha, beta, pilot, or other pre-release features or services ("Beta Services") available to Customer at no additional charge. Beta Services are optional, provided "AS IS" without warranties of any kind, may be discontinued at any time, and are not considered part of the "Services" for purposes of any service-level commitments or indemnities. Curately shall have no liability arising out of or in connection with Beta Services. Customer acknowledges that Beta Services may contain bugs, errors, or other issues and agrees to provide feedback reasonably requested by Curately.

2.6 Third-Party Products

The Services may interoperate with or enable access to third-party applications, data sources, or services (each, a "Third-Party Product"). Any acquisition or use of Third-Party Products by Customer is solely between Customer and the applicable provider and is subject to that provider's terms. Curately does not control and is not responsible for Third-Party Products, their continued availability, or their interoperation with the Services. Curately may discontinue integrations with a Third-Party Product if the provider ceases to make the integration available on reasonable terms. Use of any Curately API credentials with an unauthorized Third-Party Product is prohibited.

2.7 Changes to the Services

Curately continually improves and evolves its offerings. Accordingly, Curately may, in its sole discretion, (i) add, modify, or remove features or functionality of the Services; (ii) substitute deprecated features with new features that provide substantially similar or improved functionality; (iii) change the amount or type of Curately Data or other outputs made available; (iv) impose or adjust fees for new or existing aspects of the Services, including updating our credit conversion policies at any time (other than fixed-price commitments in an active Subscription Period); or (v) suspend or discontinue any Service or component. Curately will provide reasonable advance notice (which may be via in-app notification or email) if a change is material or if new or increased fees will apply to an existing Service in the then-current Subscription Period. If a change materially diminishes core functionality of the specific Service tier purchased and Customer notifies Curately within thirty (30) days after the effective date of the change, Customer may terminate the affected Service and receive a pro-rated refund of any prepaid Fees for the unused portion of the Subscription Period. This Section applies in addition to any rights Curately has under Section 13 (Suspension & Limitations) and is consistent with Curately's right to update or improve services under prior agreements.

3. CUSTOMER RESPONSIBILITIES

3.1 Account Security

Customer is responsible for maintaining the confidentiality of all user credentials and for all activities that occur under its accounts.

3.2 Compliance with Laws

The Services are subject to numerous U.S. and international statutes, regulations, industry rules, and self-regulatory guidelines (collectively, "Laws"). CURATELY DOES NOT PROVIDE LEGAL ADVICE, and Customer's use of the Services does not, by itself, ensure compliance with any Law. Customer is solely responsible for determining how the Services will be configured and used, for monitoring applicable legal developments, and for ensuring that all access to and use of the Services by Customer and its Authorized Users complies with all Laws that apply to Customer, its business, or its data-processing activities, including without limitation:

• the Pallone-Thune Telephone Robocall Abuse Criminal Enforcement and Deterrence Act (TRACED Act), the Telemarketing Sales Rule (TSR), the Telephone Consumer Protection Act (TCPA) and implementing regulations;
• the U.S. CAN-SPAM Act of 2003 and Canada's Anti-Spam Legislation (CASL);
• global privacy statutes such as the EU/UK GDPR, the California Consumer Privacy Act (CCPA/CPRA), and any similar state, federal, or foreign privacy or data-protection law; and
• any federal, state, or local statute or regulation governing the use of Automated Employment Decision Tools (including NYC Local Law 144) or similar technology.

Curately makes no representation as to whether the Services constitute an "automated dialing system," an "automated employment decision tool," or any other regulated technology under any Law. Customer must independently determine whether additional notices, consents, impact assessments, or disclosures are required and, if so, must complete them at its own expense. Curately maintains a zero-tolerance policy against unsolicited spam: if Curately reasonably determines that Customer or an Authorized User has used the Services to send spam or other unlawful communications, Curately may immediately suspend or terminate the relevant account. Customer must obtain and document all legally required consents (including opt-ins, opt-outs, and do-not-call preferences) before placing calls, sending SMS messages, or transmitting emails through the Services, and must honor all opt-out requests in accordance with applicable Laws. Customer is responsible for periodically reviewing new or changed features of the Services and adjusting its settings and usage to remain compliant.

3.3 Consent to Contact

Customer acknowledge that the Services may enable Customer to initiate or automate outbound telephone calls, SMS/text messages, emails, voice drops, or other communications to natural persons. Customer is solely responsible, before sending any such communication, for obtaining and documenting all consents, authorizations, or permissions required under the TCPA, TSR, TRACED Act, CAN-SPAM, CASL, GDPR/ePrivacy Directive, or any other applicable Law, and for honoring any revocation of consent, opt-out, unsubscribe, or do-not-call request in the time and manner those Laws prescribe. Curately will not obtain such consents on Customer's behalf, does not verify their sufficiency, and may rely entirely on Customer's designation of a contact as having provided valid consent. If Curately reasonably believes Customer is contacting individuals without the necessary consent, Curately may immediately suspend the applicable functionality pending investigation.

4. CURATELY OBLIGATIONS

4.1 Service Levels

Curately will use commercially reasonable efforts to make the production Services available at least 99.9% of each calendar month, excluding scheduled maintenance and factors outside Curately's reasonable control.

4.2 Support

Standard support is available via email Monday–Friday 9 a.m.–7 p.m. Eastern U.S. time, excluding U.S. federal holidays.

4.3 Security

Curately will maintain industry-standard administrative, technical, and physical safeguards designed to protect the confidentiality, integrity, and availability of Customer Data.

5. FEES & PAYMENT

5.1 Fees

Customer will pay the Fees set forth in each Order Form. Except as expressly stated, Fees are non-refundable and exclusive of taxes. Curately may increase Fees at renewal by up to 18% with at least 30 days' notice.

5.2 Invoicing & Late Payments

Unless the Order Form specifies credit-card payment at checkout, Curately will invoice Fees annually in advance and expenses monthly in arrears. Amounts not paid within 30 days accrue interest at 1.5% per month (or the maximum rate permitted by law).

5.3 Taxes

The customer is responsible for all sales, use, VAT, or similar taxes, excluding Curately's income taxes. Withholding taxes must be grossed-up so Curately receives the net amount invoiced.

6. DATA PRIVACY & SECURITY

6.1 Data Processing Addendum

To the extent Curately processes Personal Data on behalf of Customer, the Parties will comply with the Curately Data Processing Addendum ("DPA"), incorporated herein by reference.

6.2 Use of Customer Data

Curately may process Customer Data to provide, secure, and improve the Services, and to create aggregated and de-identified statistics.

6.3 AI Features

Curately will not use Customer Data submitted via private integrations to train public AI models. AI Features may generate output that is inaccurate or incomplete; Customer is responsible for validating any AI-generated output before reliance.

6.4 Data Cleansing

Customer may elect to transmit business-contact data to Curately for matching, cleansing, or enrichment. Curately will use commercially reasonable efforts to verify and append such data in accordance with its research protocols and may incorporate verified elements into Curately Data for the benefit of all customers. Email deliverability feedback (e.g., bounce data) obtained through Customer's use of the Services may be used by Curately to improve the accuracy of Curately Data.

7. INTELLECTUAL PROPERTY

7.1 Ownership

Except for the limited rights granted herein, (a) Customer retains all rights in Customer Data, and (b) Curately retains all rights in the Services, Curately Data, and its trademarks.

7.2 Suggestions and Feedback

If Customer or any Authorized User provides Curately with ideas, suggestions, requests for enhancement, recommendations, or other feedback concerning the Services, Curately Data, or related technology ("Customer Suggestions"), then, except to the extent any Customer Suggestion incorporates unmodified Customer Data, such Customer Suggestions will be deemed Curately's sole and exclusive property. Customer hereby irrevocably assigns, transfers, and conveys to Curately, without further consideration, all worldwide right, title, and interest in and to the Customer Suggestions, including all intellectual-property and proprietary rights therein, and waives (to the maximum extent permitted by law) any and all moral rights or other rights that may prevent Curately from fully exploiting the Customer Suggestions. Customer will, at Curately's expense, execute and deliver any documents and take further actions reasonably requested by Curately to perfect, record, or confirm Curately's ownership rights. Nothing in this Section limits Customer's ownership of Customer Data or Curately's obligation to treat Customer Confidential Information in accordance with Section 8.

8. CONFIDENTIALITY

Each Party will protect the other's Confidential Information using the same degree of care it uses to protect its own confidential information (but no less than reasonable care) and will not disclose it to any third party except to employees, Affiliates, and service providers who have a need to know and are bound by confidentiality obligations at least as protective.

9. WARRANTIES & DISCLAIMERS

9.1 Performance Warranty

Curately warrants that during the Subscription Period the Services will materially conform to the Documentation. The customer's exclusive remedy for breach of this warranty is for Curately to correct the non-conformity or, if Curately cannot do so within a commercially reasonable time, refund unused prepaid Fees for the affected Service.

9.2 Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 9.1, THE SERVICES, CONTENT, CURATELY DATA, BETA SERVICES, AND ANY THIRD-PARTY PRODUCTS ARE PROVIDED "AS IS," "AS AVAILABLE," AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. CURATELY AND ITS LICENSORS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. CURATELY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT ANY DATA (INCLUDING EMAIL ADDRESSES OR PHONE NUMBERS) WILL BE ACCURATE OR DELIVERABLE, OR THAT THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS OR COMPLY WITH ANY PARTICULAR LAW. CUSTOMER ACKNOWLEDGES THAT DATA CLEANSING AND AI FEATURES MAY PRODUCE INACCURATE OR OUT-OF-DATE INFORMATION, AND CUSTOMER ASSUMES ALL RISK FOR ITS RELIANCE THEREON.

10. INDEMNIFICATION

10.1 By Curately

Curately will defend Customer against any third-party claim that the Services infringe a U.S. patent, copyright, or trade secret, and will pay any damages finally awarded, provided Customer promptly notifies Curately, grants Curately sole control of the defense and settlement, and provides reasonable assistance.

10.2 By Customer

Customer will defend Curately against any third-party claim arising from (a) Customer Data, (b) Customer's violation of law or this Agreement, or (c) a combination of the Services with materials not provided by Curately and will indemnify Curately for damages finally awarded.

11. LIMITATION OF LIABILITY

11.1 NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.

11.2 EACH PARTY'S TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT PAID BY CUSTOMER TO CURATELY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. THESE LIMITATIONS DO NOT APPLY TO A PARTY'S INDEMNIFICATION OBLIGATIONS, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD.

12. TERM & TERMINATION

12.1 Term

This Agreement commences on the Effective Date of the first Order Form and continues until all Subscription Periods have expired or are terminated.

12.2 Renewal

Unless either Party gives the other at least 30 days' written notice of non-renewal, each Subscription Period will automatically renew for successive periods equal to the expiring term.

12.3 Termination for Cause

Either Party may terminate this Agreement or an Order Form if the other Party materially breaches and fails to cure within 30 days after written notice, or becomes insolvent or subject to bankruptcy proceedings.

12.4 Effect of Termination

Upon termination of an Order Form, Customer will cease use of the applicable Services and, upon request, certify deletion of any Confidential Information or Content obtained solely through the Services.

13. SUSPENSION & LIMITATIONS

Curately may suspend Customer's access to the Services upon written notice if (a) Customer's account is more than 30 days past due, (b) Customer's use threatens the security, integrity, or availability of the Services, or (c) Curately is required by law.

14. FORCE MAJEURE

Neither Party is liable for delay or failure to perform due to events beyond its reasonable control.

15. GOVERNING LAW & DISPUTE RESOLUTION

15.1 Governing Law

This Agreement is governed by the laws of the State of Georgia, U.S.A., without regard to conflict-of-laws rules.

15.2 Arbitration

Any Claim shall be finally resolved by binding arbitration administered by JAMS in Atlanta, Georgia, before a panel of three arbitrators under the JAMS Comprehensive Arbitration Rules. Each Party shall select one arbitrator, and the two party-appointed arbitrators shall select the chair. The Parties shall share equally the JAMS administrative fees and the arbitrators' compensation; however, the prevailing Party shall be entitled to recover its reasonable attorneys' fees and costs. Judgment on the award may be entered in any court of competent jurisdiction. Either Party may seek interim injunctive relief in any court of competent jurisdiction.

15.3 Independent Contractors

The Parties are independent contractors; this Agreement does not create an agency, partnership, or joint venture.

16. GENERAL

16.1 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, or sale of substantially all assets.

16.2 Notices

Notices must be in writing and delivered by personal delivery, certified mail, or recognized courier to the addresses on the Order Form, with electronic copies via email.

16.3 Entire Agreement

This Agreement, the DPA, and each Order Form constitute the entire agreement and supersede all prior agreements on the subject matter.

16.4 Amendments

Curately may update the Agreement upon at least 30 days' notice; continued use of the Services after the effective date constitutes acceptance. No other amendment is effective unless in writing and signed by both Parties.

16.5 Severability & Waiver

If any provision is held unenforceable, it will be modified to reflect the Parties' intent, and the remaining provisions remain in effect.

16.6 Counterparts

The Agreement may be executed in counterparts, including electronic signatures, each of which is deemed an original.

16.7 Publicity

Curately may include Customer's name and logo in its customer lists, website, case studies, and other marketing materials. Neither Party shall issue any press release or public statement regarding the existence or terms of this Agreement without the prior written consent of the other Party, except that a Party may disclose the terms of this Agreement (a) to its legal or financial advisors under obligations of confidentiality, or (b) as required by applicable law or securities-exchange regulations.

17. EXPORT COMPLIANCE

17.1 U.S. and International Export Laws

The Services, Curately technology, and any derivatives are subject to U.S. export-control and economic-sanctions laws, including the Export Administration Regulations (EAR) and regulations administered by the Office of Foreign Assets Control (OFAC). Customer shall not access or use the Services (i) in or relating to Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the so-called Donetsk People's Republic, the so-called Luhansk People's Republic, or any other region or country that becomes subject to comprehensive U.S. sanctions; (ii) for the benefit of any individual or entity that is the subject of U.S. sanctions (including any person listed on OFAC's Specially Designated Nationals and Blocked Persons List) or owned 50 percent or more by such person; or (iii) in any manner that would cause Curately or its Affiliates to violate applicable sanctions or export-control laws.

17.2 Export of Proprietary Items

Customer shall comply with all applicable export-related laws and regulations and shall not export, re-export, transfer, or provide access to any portion of the Services, Documentation, or Curately Data, or any direct product thereof, to any jurisdiction or entity to which such export, re-export, or transfer is prohibited without first obtaining all required governmental licenses or approvals.

17.3 Customer Indemnity

Customer will defend, indemnify, and hold harmless Curately from and against any fines, penalties, costs, or liabilities arising out of Customer's breach of this Section 17.3

17.4 Licenses and Authorizations

Customer is solely responsible for obtaining any export or import authorizations that may be required for its use of the Services outside the United States and for paying any associated costs.