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Master Services Agreement

This Agreement was last updated February 10, 2026. It is effective between You and Taskora as of the date of Your acceptance of this Agreement.

1. Services and Support; Definitions

1.1 Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services set forth below:

1.1.1 Uptime. Company will use commercially reasonable efforts to achieve 99.5% monthly uptime excluding scheduled maintenance, third-party platform outages, and force majeure events.

1.1.2 Support

1.1.3 Remedies. Customer’s sole remedy for failure to meet the SLA requirements hereunder is service credits, calculated as a percentage of the monthly equivalent fee (annual fee ÷ 12), capped at one (1) month’s equivalent per contract year. Customer must request credits in writing within thirty (30) days of the applicable incident.

1.2 Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with Company’s standard practice.

1.3 Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to them in this Section 1.3.

1.3.1 “User” or “Authorized User” means an individual, employee, independent contractor, subcontractor, affiliate, or service provider authorized by Customer to access and use the Services on Customer’s behalf.

1.3.2 “User Data” means any data, information, or material that User provides or submits through the Software in the course of using the Software.

1.3.3 “Completed Task” means the first execution of a specific Task on a unique record. Re-runs, retries, or subsequent executions of the same Task on the same record shall not constitute additional Completed Tasks.

1.3.4 “Customer Data” means all data, information, and materials submitted to or processed by the Services on behalf of Customer, excluding SOP Content and de-identified or aggregated data.

1.3.5 “Feedback” means all suggestions, comments, feedback, ideas, or know-how (whether in oral or written form) provided by User to Company in connection with User’s use of the Software.

1.3.6 “Intellectual Property Rights” means all (i) patents, patent applications, patent disclosures and inventions, (ii) trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, and other similar designations of source or origin, (iii) copyrights and copyrightable works (including computer programs), and rights in data and databases, (iv) trade secrets, know-how, and other confidential information, and (v) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.

1.3.7 “On-Demand Rate” means the per-Completed-Task rate specified in the applicable Order Form for usage exceeding Customer’s Prepaid Completed Tasks, billed in arrears.

1.3.8 “Platform Subscription” means Customer’s subscription access to the Software, including the features, functionality, usage entitlements, and support described in the applicable Order Form.

1.3.9 “Prepaid Completed Tasks” means the quantity of Completed Tasks purchased in advance by Customer as set forth in an Order Form.

1.3.10 “Software” means Company’s proprietary software applications and platforms including any updates, upgrades, or new versions provided to User by Company.

1.3.11 “SOP Content” means User’s standard operating procedures (SOP), compliance rules, checklists, playbooks, templates, and related documentation provided or made available to Company by or on behalf of User.

1.3.12 “Task” means a unit of work performed by the Software on User-designated records for a specific record type in a specific system, in accordance with Customer’s SOPs/rules. A Task analyzes records, flags issues, and provides recommended next steps.

1.4 Professional Services

1.4.1 Scope and Exclusions. Company may provide professional services supporting additional hands-on Task set-up and tuning to be delivered remotely as described in an Order Form (“Professional Services”). Professional Services do not include Customer-side SOP authoring, third-party system changes, or other services unless expressly agreed in writing.

1.4.2 Prepaid Expiration. Prepaid Professional Services hours expire at the end of the applicable Term and are non-refundable.

1.4.3 Professional Services will be scheduled by mutual agreement. Customer must provide at least five (5) business days’ prior written notice to reschedule or cancel. Company may charge for services canceled or rescheduled with less than the required notice, including time reserved or work commenced.

1.5 Pilot Subscriptions

1.5.1 A “Pilot Subscription” is a limited-term engagement designated as such in the applicable Order Form, intended to allow Customer to evaluate the Services prior to an annual commitment.

1.5.2 During a Pilot Subscription, the tiered pricing provisions of Section 4.3 and the On-Demand Rate billing provisions of Section 4.4 shall not apply. Customer’s Platform Subscription includes unlimited Completed Tasks at no additional charge beyond the Fees set forth in the applicable Order Form, provided that usage is consistent with the evaluation purposes of the pilot. Company reserves the right to contact Customer regarding usage that materially exceeds expected evaluation volume, and the parties will cooperate in good faith to address such usage.

1.5.3 Pilot Subscriptions do not auto-renew under Section 5.1. At the conclusion of the Pilot Term, Services will terminate unless the parties have executed an annual Order Form. Upon termination, Company will make Customer Data available for export per Section 5.2.

2. Restrictions and Responsibilities

2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.

2.2 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

2.3 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

3. Confidentiality; Proprietary Rights

3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

3.2 Customer shall own all right, title and interest in and to the Customer Data. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Professional Services or support, and (c) all intellectual property rights related to any of the foregoing. Company will not (i) disclose or make available SOP Content to any third party (including other customers), (ii) use SOP Content to train, fine-tune, or otherwise adapt any model in a manner that would cause such model to generate outputs for other customers that reveal, replicate, or are materially derived from Customer’s SOP Content, or (iii) use SOP Content in prompts or retrieval for other customers. Company will implement technical and organizational controls to prevent cross-tenant retrieval or exposure of SOP Content.

3.3 Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data, de-identified telemetry, and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve, secure, and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. Company may use de-identified, aggregated insights derived from User Data excluding SOP text and confidential details (e.g., statistical patterns such as common field-validation types or generic workflow bottlenecks) to improve the Software, provided such insights cannot reasonably be used to reconstruct or identify any SOP Content or User. No rights or licenses are granted except as expressly set forth herein.

4. Payment of Fees

4.1 Customer will pay Company the then applicable fees described in the Order Form for the Services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the Prepaid Completed Tasks set forth on the Order Form, Customer shall be billed for such usage at the On-Demand Rate and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then-current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). Upon renewal, pricing for Services shall not increase by more than the lesser of: (a) ten percent (10%) above the prior term’s pricing for equivalent usage, or (b) Company’s then-current standard pricing for equivalent usage. For purposes of this Section, “equivalent usage” shall mean a comparable quantity and mix of Services and Completed Tasks, and the cap applies to any effective price increase, whether resulting from changes to rates, tier thresholds, or pricing structure. If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department.

4.2 Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company thirty (30) days after the mailing date of the invoice. Company may suspend Services upon written notice if Customer is more than thirty (30) days delinquent in payment. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Company’s net income.

4.3 Fees owed for Completed Tasks shall be calculated using marginal tiered pricing, such that each pricing tier applies only to Completed Tasks within that tier as specified in the applicable Order Form.

4.4 Completed Tasks in excess of Customer’s Prepaid Completed Tasks shall be billed monthly in arrears at the On-Demand Rate set forth in the applicable Order Form.

4.5 Customer may increase its Prepaid Completed Task commitment during the Term by entering into an additional Order Form that is co-terminus with the then-current Term. Tiered pricing shall continue based on Customer’s cumulative commitment.

5. Term and Termination

5.1 Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form and shall automatically renew for successive one (1) year periods (each, a “Renewal Term”), unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term. The Initial Service Term together with any Renewal Terms shall constitute the “Term.” Order Forms may specify multi-year terms. For multi-year terms, rollover credits are calculated annually and up to 10% of that year’s Prepaid Completed Task commitment may roll forward. Rollover credits are consumed first and expire at the end of the term if the customer does not renew.

5.2 In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement and such breach remains uncured for ten (10) business days. In such event, Customer will pay in full for the Services up to and including the last day on which the Services are provided. If Customer terminates this Agreement due to Company’s material breach that remains uncured for more than ten (10) days after receiving written notice of such breach, Company shall refund any prepaid fees on a pro-rata basis for the remaining term. No refunds shall be granted if Company terminates due to breach by customer. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations (including the SOP Content protections in Section 3.2), warranty disclaimers, and limitations of liability. Upon termination, Company will make Customer Data available for export for thirty (30) days following termination, after which Company may delete such data in accordance with its standard practices.

6. Warranty and Disclaimer

Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform Professional Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. The Services operate within and rely upon third-party platforms (including but not limited to ServiceTrade and Salesforce). Company does not control and is not responsible for outages, interruptions, changes, or discontinuation of such third-party platforms, nor for any impact such events may have on the Services. Outputs generated by the Services, including any outputs produced using artificial intelligence or machine-learning models, are provided solely for informational and decision-support purposes. Customer remains solely responsible for independently reviewing and validating all outputs and for making all final business, legal, compliance, and operational decisions. Company does not represent or warrant that any AI-generated output will be accurate, complete, current, or fit for Customer’s particular use case or regulatory requirements.

FURTHER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND PROFESSIONAL SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

7. Indemnity

Company shall hold Customer harmless from liability to third parties resulting from infringement by the Service of any United States patent, copyright, or trademark, or misappropriation of any trade secret, provided Company is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Company will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by Company, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Company, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Service is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Service.

8. Limitation of Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. Force Majeure

Neither party shall be liable for any failure or delay in the performance of its obligations under this Agreement (other than payment obligations) to the extent such failure or delay is caused by events beyond its reasonable control, including without limitation acts of God; natural disasters; epidemics or pandemics; public health emergencies; war, terrorism, riots, or civil unrest; governmental orders or actions; labor disputes or shortages; failures or interruptions of the internet, cloud infrastructure, telecommunications, or utilities; denial-of-service or other cyber-attacks; or failures, outages, or changes in third-party platforms, services, or systems not under such party’s control (each, a “Force Majeure Event”). Notwithstanding the foregoing, Customer’s payment obligations under this Agreement shall remain in full force and effect during any Force Majeure Event and shall not be excused, suspended, or delayed. The affected party shall use commercially reasonable efforts to mitigate the impact of the Force Majeure Event and to resume performance as soon as practicable. If a Force Majeure Event continues for more than thirty (30) consecutive days, either party may terminate the affected Services upon written notice, and Customer shall remain responsible for all fees accrued through the effective date of termination.

10. Miscellaneous

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. In the event of a conflict between an Order Form and this Agreement, the Order Form shall control solely with respect to the subject matter of such conflict. This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of Delaware without regard to its conflict of laws provisions. Any dispute arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Delaware, and each party consents to the exclusive jurisdiction and venue of such courts.