Terms of Service

MASTER SERVICE AGREEMENT

Effective Date: July 15, 2024

This Master Service Agreement (the "Agreement") governs the use of the Service (as defined below) provided by Explore Interfaces Inc. ("Company") to you or the entity you represent ("Customer"). This Agreement incorporates by reference the Service Level Agreement in Exhibit A, Support Plans in Exhibit B, Data Processing Addendum in Exhibit C, and Security Overview in Exhibit D. By accepting this Agreement through any means, including but not limited to signing, clicking acceptance, executing an order form referencing this Agreement, or using the Service, Customer agrees to these terms. If Customer does not agree, Customer must not use the Service.

1. DEFINITIONS

1.1 "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of more than 50% of the voting interests.

1.2 "Context Engine" means Company's proprietary artificial intelligence technology that processes and analyzes Customer Data to provide personalized applications and insights.

1.3 "Customer Data" means all content, information, and data uploaded by or on behalf of Customer to the Service.

1.4 "Customer Personal Data" means Customer Data that is Personal Data owned or controlled by Customer.

1.5 "Documentation" means any user guides, manuals, or other technical information regarding the Service made available to Customer by Company.

1.6 "Downtime Period" means the period during which the Service is unavailable, as defined in the SLA.

1.7 "Effective Date" means the date Customer accepts this Agreement.

1.8 "Order" means an order form or other agreed upon document specifying the Service details, subscription period, fees, and any other relevant terms.

1.9 "Personal Data" means (i) information relating to an identified or identifiable natural person; and/or (ii) information that identifies, relates to, describes, or could reasonably be linked with a particular consumer or household, as defined under applicable privacy laws.

1.10 "Service" means the cloud-based software as a service offering, including the Context Engine, purchased by Customer as specified in an applicable Order.

1.11 "Term" means the period from the Effective Date until the expiration of the last subscription period in any Order, or one year from the Effective Date, whichever is longer.

2. LICENSE AND SERVICE PROVISION

2.1 License Grant: Subject to this Agreement and payment of all applicable fees, Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the subscription period, solely for Customer's internal business purposes.

2.2 Affiliates: Customer may use the Service for the benefit of its Affiliates, subject to the terms of this Agreement. Customer is responsible for Affiliates' compliance with this Agreement.

2.3 Service Availability: Company will use commercially reasonable efforts to provide the Service in accordance with the SLA (Exhibit A).

2.4 Support: Company will provide support services as specified in the applicable Order and Support Plan (Exhibit B).

2.5 Suspension: Company reserves the right to suspend the Service immediately upon notice to Customer if:

• (a) Customer's use poses a security risk to the Service or any third party;
• (b) Customer's use could adversely impact the Service or the systems or data of any other customer;
• (c) Customer is in breach of this Agreement, including failure to make timely payment;
• (d) Customer's use exceeds usage limits set forth in the Order; or
• (e) Required by law or governmental order.

Company will endeavor to provide notice and an opportunity to remedy the issue when reasonably possible.

12. GENERAL PROVISIONS

12.1 Governing Law: This Agreement shall be governed by the laws of the State of California, without regard to its conflict of law principles.

12.2 Dispute Resolution: Any dispute arising from this Agreement shall be resolved by binding arbitration in San Francisco, California.

12.3 Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except to an Affiliate or successor in interest.

12.4 Severability: If any provision of this Agreement is held to be unenforceable, the other provisions will remain in effect.

12.5 Amendments: Any amendments must be in writing and signed by both parties.

12.6 Entire Agreement: This Agreement, including all exhibits, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.

12.7 Force Majeure: Neither party shall be liable for any failure or delay in performance under this Agreement due to causes beyond its reasonable control.

12.8 Notices: All notices must be in writing and sent to the addresses specified in the Order.

12.9 Publicity: Customer agrees that Company may use Customer's name and logo for marketing purposes, unless Customer opts out in writing.

12.10 Export Compliance: Each party shall comply with all applicable export laws and regulations.

12.11 Relationship of Parties: The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.