Master Service Agreement

This Master Service Agreement (the “Agreement”) is a binding contract and governs the use of and access to the Services (defined below) provided by Amnic Inc. (“Amnic”). By accepting this Agreement, either by accessing or using any Service, you (“Customer”, “You”, “Your”) agree to be bound by its terms as of the date you first access or use the Services (“Effective Date”).

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU MUST NOT USE THE SERVICES.

Amnic and Customer are individually a “Party” and collectively the “Parties”.

DEFINITIONS AND INTERPRETATIONS

1.1. Definition

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

1.1.2 “Agreement” means this Master Service Agreement, including all Service Orders and addenda.

1.1.3 “Applicable Laws” means all applicable statutes, regulations, rules, directives, orders, judgments, or governmental requirements.

1.1.4 “Execution Date” means the date of signing of this Agreement.

1.1.5 “Customer Data” means data, content, or materials submitted by or on behalf of Customer to the Services, including contextual data provided to Amnic’s AI Agents.

1.1.6 “AI Services” means any Amnic features or functionality powered by artificial intelligence, including generative models, predictive systems, and autonomous or semi autonomous AI Agents.

1.1.7 “AI Output” or “Output” means results generated by the AI Services, including recommendations, analyses, reports, summaries, predictions, or other automated outputs.

1.1.8 “Intellectual Property Rights” or “IPR” includes all worldwide intellectual property rights, whether registered or unregistered.

1.1.9 “Service Order” means an ordering document executed by both Parties describing the Services purchased by Customer.

1.1.10 “Services” means the services provided by Amnic under a Service Order, including SaaS platform access, AI Services, support, infrastructure, integrations, and all related features.

1.1.11 “Usage Data” means analytics, logs, and telemetry data relating to Customer’s use of the Services, excluding Customer Data.

1.2. Interpretations

Standard interpretation rules shall apply, including rules relating to headings, gender, and plural usage. References to statutes include amendments and re-enactments.

SCOPE OF THIS AGREEMENT

Amnic will provide the Services as outlined in applicable Service Orders. Additional or modified services may be added only through written mutual consent and will be governed by this Agreement.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF PARTIES

Each Party hereby represents and warrants that:

3.1 It has the full power and authority to enter into and perform its obligations under this Agreement.

3.2 It is duly incorporated or organized and in good standing under the laws of its jurisdiction. 3.3 It shall comply with all Applicable Laws.

3.4 It is not restricted by any legal impediment from performing its obligations under this Agreement.

3.5 It shall not engage in fraudulent, illegal, or misleading activities.

3.6 It shall not engage in actions that harm the other Party’s business or reputation.

3.7 It will provide all reasonably required information for performance of the Services in a timely manner.

RELATIONSHIP BETWEEN THE PARTIES

The Parties are independent contractors. Nothing in this Agreement creates an association, partnership, joint venture, agency relationship, or employer-employee relationship.

TERM AND TERMINATION

5.1 Term: This Agreement remains in effect from the Effective Date until terminated pursuant to this Clause.

5.2 Termination Without Cause: Either Party may terminate this Agreement for convenience with 30 days’ prior written notice.

5.3 Termination for Cause: Either Party may terminate immediately if the other Party materially breaches this Agreement and fails to cure such breach within seven (7) business days after receiving notice. Either Party may terminate immediately for violations of Applicable Law.

5.4 Consequences of Termination:

(a) Each Party shall return or destroy any Confidential Information of the other Party. (b) Termination does not affect rights or obligations accrued prior to termination. (c) Rights or obligations which by their nature survive termination shall continue.

FEES, PAYMENT AND INVOICING

6.1 Customer shall pay Amnic the applicable Fees specified in each Service Order.

6.2 Amnic shall issue invoices monthly, and Customer shall remit payment within fifteen (15) days.

6.3 Payments are subject to applicable deductions or withholding required by law.

6.4 Each Party is responsible for its own tax obligations.

CONFIDENTIALITY

7.1 Confidential Information includes all business, technical, operational, financial, or proprietary information disclosed under this Agreement.

7.2 Confidential Information does not include information that is public, previously known, lawfully disclosed by a third party, or required to be disclosed by law.

7.3 The Receiving Party shall use Confidential Information solely for purposes of performing this Agreement and shall maintain strict confidentiality.

7.4 The Disclosing Party is entitled to injunctive relief for any actual or threatened breach. 7.5 Upon termination, Confidential Information shall be returned or destroyed.

7.6 AI-Related Confidentiality: Customer Data used by AI Agents is treated as Confidential Information. Amnic does not use Customer Data to train foundational AI models. Aggregated or anonymized data may be used to improve Amnic’s systems.

INTELLECTUAL PROPERTY

8.1 Each Party retains ownership of its pre-existing IPR.

8.2 All Amnic IPR, including AI models, training methodologies, algorithms, agent frameworks, front-end and back-end architectures, and improvements, remain exclusively vested in Amnic.

8.3 Customer retains all rights to Customer Data.

8.4 AI Output Ownership: Subject to compliance with this Agreement, Customer owns the AI Output. Amnic retains all underlying model rights.

8.5 Restrictions: Customer shall not:

(a) Reverse engineer or extract model weights or underlying algorithms; (b) Use AI Services to create competing AI systems;

(d) Permit third-party access to the Services except as authorized;

(e) Remove or obscure proprietary notices.

A breach of this Clause constitutes a material breach.

AI SERVICE TERMS

9.1 Nature of AI Output: AI Output may be probabilistic, inaccurate, incomplete, or unexpected. Customer is solely responsible for verifying all AI Output before using it.

9.2 No Professional Advice: AI Output does not constitute legal, financial, technical, engineering, or professional advice.

9.3 Customer Responsibilities: Customer is responsible for the accuracy of input data, use of AI Output, and implementation of internal governance and oversight.

9.4 Prohibited Use: Customer shall not use AI Services to generate harmful, malicious, discriminatory, illegal, or unsafe content, or to bypass safety systems.

9.5 Usage Data: Amnic may collect and use Usage Data for analytics, improvement, security, and performance optimization. Usage Data does not include Customer Data.

INDEMNITY AND LIMITATION OF LIABILITY

10.1 Indemnification: Each Party shall indemnify the other Party for losses arising from breach, fraud, negligence, or violation of this Agreement. Customer shall indemnify Amnic for claims arising out of misuse of AI Output or data submitted to the AI Services.

10.2 Limitation of Liability:

(a) Neither Party is liable for indirect, incidental, special, or consequential damages, including lost profits or goodwill.

(b) Total aggregate liability of each Party is limited to the total Fees paid by Customer in the twelve (12) months preceding the claim.

MISCELLANEOUS

11.1 Assignment: Neither Party may assign this Agreement without prior written consent. 11.2 Severability: Invalid provisions will be replaced with enforceable terms reflecting original intent.

11.3 No Waiver: Failure to enforce a right is not a waiver of future rights. 11.4 Entire Agreement: This Agreement supersedes all prior understandings and constitutes the entire agreement between the Parties.

11.5 Dispute Resolution: This Agreement is governed by Delaware law. Courts in Delaware shall have exclusive jurisdiction.

11.6 Survival: Clauses relating to confidentiality, indemnity, liability, IP, and other provisions that naturally survive shall continue after termination.

11.7 Force Majeure: Neither Party is liable for delays or failures resulting from events beyond reasonable control, including natural disasters, war, terrorism, civil unrest, strikes, or government actions. If lasting more than 30 days, either Party may terminate. 11.8 Notice: Notices must be sent via hand delivery, courier, or mail to the addresses specified in the Service Order or as updated by written notice.

AI ACCEPTABLE USE

Customer agrees not to use AI Services to:

(a) Violate any Applicable Laws;

(b) Infringe IPR or privacy rights;

(d) Train or improve competing AI models;

(e) Generate harmful, malicious, or deceptive content;

(f) Circumvent system protections or probe vulnerabilities.

Amnic may suspend Services in case of violations.

13. DATA SECURITY AND PRIVACY

Amnic implements commercially reasonable security measures including encryption, role based access, logging, and operational controls. Customer is responsible for secure access credentials and prompt incident reporting.