MASTER SERVICES AGREEMENT (MSA)

This Master Services Agreement (this “Agreement”) is entered into by and between Smarketics Inc, a Delaware corporation (“Smarketics”), and the entity identified in the applicable Statement of Work (“Customer”). This Agreement is effective as of the date the first Statement of Work is executed by the parties or the date Customer first accepts Services, whichever occurs first (the “Effective Date”).

1. Definitions

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

1.2 “Change Order” means a written change to a Statement of Work signed or otherwise expressly accepted by both parties.

1.3 “Confidential Information” means non-public information disclosed by a party to the other party that is designated as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

1.4 “Customer Data” means any data (including Personal Data) provided by or on behalf of Customer, or accessed, processed, stored, or transmitted in connection with the Services.

1.5 “Deliverables” means the work product expressly identified as deliverables in a Statement of Work.

1.6 “Personal Data” has the meaning given under applicable data protection laws (including, where applicable, the GDPR).

1.7 “Services” means the professional services provided by Smarketics under one or more Statements of Work, including Annual Services and On-Demand Services.

1.8 “Statement of Work” or “SOW” means an ordering document describing scope, fees, timelines, assumptions, and service-specific terms, executed by the parties.

1.9 “Third-Party Services” means third-party software, platforms, hosting, connectors, tools, or services not provided by Smarketics, even if used in connection with the Services.

2. Scope and Ordering

2.1 Statements of Work. Services are ordered through one or more SOWs. Each SOW will describe scope, Deliverables (if any), timeline, responsibilities, fees, billing cadence, and any service levels.

2.2 Priority of Documents. In the event of conflict, the order of precedence is: (i) a signed Change Order, (ii) the applicable SOW, (iii) this Agreement, (iv) exhibits referenced herein.

2.3 Customer Terms Excluded. Customer’s standard terms and conditions (including purchase order terms) are excluded and will not apply, even if referenced or later provided, unless expressly agreed in a writing signed by Smarketics.

3. Service Standards, Dependencies, and Change Control

3.1 Professional Standard. Smarketics will perform Services in a professional and workmanlike manner, consistent with generally accepted industry standards, based on an obligation of efforts and not a guarantee of specific outcomes.

3.2 Customer Dependencies. Customer will provide timely access to systems, environments, personnel, documentation, decisions, and approvals reasonably necessary for performance. Delays caused by Customer may impact timelines and fees.

3.3 Change Orders. Any change to scope, timeline, assumptions, priorities, or resourcing will be handled via Change Order. Smarketics may pause work on impacted items until the Change Order is accepted.

4. Fees, Invoicing, Taxes, and Payment

4.1 Fees. Fees are set forth in each SOW. Unless stated otherwise, fees do not include taxes.

4.2 Invoicing Cadence.

(a) Annual Services are billed monthly, unless Customer elects and the SOW allows prepayment with an early payment discount.

(b) On-Demand Services are billed at the rates and minimum increments specified in the SOW, and may require a retainer or prepayment.

(c) Third-Party Costs may be invoiced as incurred or in advance, as specified in the SOW.

4.3 Payment Terms. Invoices are due within the timeframe specified on the invoice or SOW; if not specified, within twenty-one (21) calendar days of invoice date.

4.4 Late Payments and Suspension. If payment is late, Smarketics may charge interest and reasonable collection costs as permitted by law, and may suspend Services, access, and Deliverables until all past-due amounts are paid.

4.5 Taxes and Withholding. Customer is responsible for all applicable taxes, duties, and withholdings (except taxes on Smarketics’ income). If withholding is required by Customer’s jurisdiction, Customer will gross up payments so Smarketics receives the full invoiced amount, unless prohibited by law.

5. Annual Services (Subscription-Like Services)

5.1 Committed Term. Annual Services are provided for a minimum committed term of twelve (12) months unless a different term is stated in the SOW (the “Committed Term”).

5.2 Renewal and Non-Renewal Notice. Annual Services renew automatically for successive periods equal to the Committed Term (or as stated in the SOW), unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term.

5.3 Service Levels / Operating Model. Any SLAs, response times, hours of coverage, governance cadence, or prioritization rules must be defined in the SOW. If not defined, Services will be delivered during Smarketics’ standard business hours and subject to reasonable scheduling.

6. On-Demand Services (Time & Materials)

6.1 Requests and Scheduling. On-Demand Services are performed upon Customer request, subject to availability and prioritization rules defined in the SOW.

6.2 Minimum Increments and Rounding. Billing increments, minimum blocks, and rounding rules are defined in the SOW.

6.3 Cancellations / Rescheduling. If Customer cancels or reschedules a confirmed On-Demand session with less than forty-eight (48) business hours notice, Smarketics may charge a reserved-capacity fee as defined in the SOW (or, if not defined, the minimum billable block).

7. Term and Termination

7.1 Term of Agreement. This Agreement remains in effect until terminated as provided herein.

7.2 Termination for Cause. Either party may terminate this Agreement or any SOW upon written notice if the other party materially breaches and fails to cure within thirty (30) days after notice (or within ten (10) days for payment breaches).

7.3 Effect of Termination. Upon termination, Customer will pay all fees for Services performed, all amounts then due, and any non-cancelable Third-Party costs incurred or committed by Smarketics on Customer’s behalf. Sections intended to survive will survive, including confidentiality, IP, limitations of liability, non-solicitation, and dispute provisions.

8. Early Termination of Annual Services

8.1 Customer Termination for Convenience. Customer may terminate Annual Services for convenience only as allowed by the applicable SOW, and such termination before the end of the Committed Term triggers the Early Termination Fee described below.

8.2 Early Termination Fee. If Customer terminates Annual Services for convenience before the end of the Committed Term and without cause attributable to Smarketics, Customer will pay:

(a) all amounts then due and unpaid, plus

(b) an early termination fee equal to thirty percent (30%) of the remaining recurring fees that would have been payable through the end of the Committed Term, plus

(c) any non-cancelable Third-Party costs incurred or committed by Smarketics on Customer’s behalf.

8.3 Non-Refundable Items. Setup fees, onboarding, discovery, audits, architecture, activation fees, and Services already performed are non-refundable.

9. Intellectual Property

9.1 Smarketics Background IP. Smarketics retains all rights in its pre-existing materials, methodologies, templates, accelerators, know-how, tooling, and reusable components (“Smarketics Background IP”).

9.2 Deliverables. Unless otherwise stated in the SOW, upon full payment, Customer receives a non-exclusive, non-transferable license to use Deliverables for its internal business purposes. Smarketics may reuse general knowledge, skills, and non-Customer-specific ideas developed while performing Services, provided it does not disclose Customer Confidential Information.

9.3 Third-Party Materials. Third-Party Services and third-party components are subject to their respective licenses and terms.

10. Confidentiality

10.1 Obligations. Each party will protect the other’s Confidential Information using reasonable measures, use it only to perform under this Agreement, and limit access to personnel with a need to know who are bound by confidentiality.

10.2 Exclusions. Confidential Information does not include information that is public through no breach, independently developed without use of the other’s Confidential Information, or rightfully received from a third party without restriction.

10.3 Compelled Disclosure. A party may disclose Confidential Information if required by law, provided it gives notice where legally permitted and cooperates on protective measures.

11. Data Protection

11.1 Data Processing. To the extent Smarketics processes Personal Data on behalf of Customer, the Data Protection Addendum (Exhibit A) applies and is incorporated by reference.

12. Security, Access, and Operational Responsibilities

12.1 Security & Access. The Security & Access Responsibilities (Exhibit B) apply and are incorporated by reference.

12.2 Backups and Disaster Recovery. Unless the SOW explicitly states otherwise, Customer is responsible for backups, retention, and recovery of Customer Data. If Smarketics provides managed hosting or backups, scope and targets (frequency, retention, restore testing, RPO/RTO) must be explicitly defined in the SOW.

13. Warranties and Disclaimers

13.1 Limited Warranty. Smarketics warrants that it will perform Services in a professional and workmanlike manner. Customer’s exclusive remedy for breach of this warranty is re-performance of the non-conforming Services, or if re-performance is not commercially reasonable, a refund of the fees paid for the non-conforming portion of Services.

13.2 Disclaimer. Except as expressly stated, Smarketics disclaims all warranties, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law.

13.3 No Outcome Guarantee. Customer acknowledges that business outcomes depend on multiple factors outside Smarketics’ control, including Customer decisions, data quality, adoption, operational practices, and Third-Party Services.

14. Limitation of Liability

14.1 Liability Cap. To the maximum extent permitted by law, Smarketics’ aggregate liability arising out of or related to this Agreement will not exceed fifty percent (50%) of the total amount paid by Customer to Smarketics under this Agreement during the twelve (12) months immediately preceding the event giving rise to the claim.

14.2 Excluded Damages. To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, business, or goodwill, even if advised of the possibility.

14.3 Multiple Claims. Multiple claims will not enlarge the cap.

15. Non-Solicitation

15.1 Restriction. During the term of the applicable SOW and for twelve (12) months thereafter, Customer will not directly or indirectly solicit for employment or engagement, hire, or contract with any Smarketics employee or contractor materially involved in providing Services to Customer, except through general, non-targeted solicitations.

15.2 Fee. If Customer breaches this section, Customer will pay Smarketics an amount equal to six (6) months of the individual’s then-current fully loaded monthly compensation, as liquidated damages and not as a penalty, acknowledging the difficulty of calculating actual damages.

16. Force Majeure

Neither party will be liable for delay or failure due to causes beyond its reasonable control, including Third-Party Service outages, provided the affected party gives notice and resumes performance as soon as reasonably practicable.

17. Notices

All notices must be in writing and delivered by personal delivery, recognized courier, or email with confirmation to the addresses in the applicable SOW, and for Smarketics to:

Smarketics Inc

Attn: Legal Affairs

1007 N Orange St. 4th Floor, Suite #3793, 19801 - Wilmington, Delaware, United States

Email: legal.affairs@smarketics.com

Notices are effective upon receipt (or when delivery is confirmed).

18. Governing Law; Venue

This Agreement is governed by the laws of the State of Delaware, without regard to conflict of laws principles. Any dispute arising out of or relating to this Agreement will be brought exclusively in the state or federal courts located in Delaware, and the parties consent to such jurisdiction and venue.

19. Miscellaneous

19.1 Independent Contractors. The parties are independent contractors.

19.2 Assignment. Customer may not assign this Agreement without Smarketics’ prior written consent, except to an Affiliate or in connection with a merger or sale of substantially all assets, provided the assignee agrees in writing to be bound. Smarketics may assign to an Affiliate.

19.3 Severability. If any provision is unenforceable, the remainder remains in effect and the provision will be reformed to the minimum extent necessary to be enforceable.

19.4 Waiver. Failure to enforce a provision is not a waiver.

19.5 Entire Agreement. This Agreement and the SOWs constitute the entire agreement and supersede prior discussions on the subject matter.

19.6 Counterparts; Electronic Signatures. The parties may execute this Agreement and SOWs in counterparts and by electronic signature.

EXHIBIT A — DATA PROTECTION ADDENDUM (DPA)

1. Roles. Customer is the Controller of Personal Data and Smarketics is the Processor to the extent Smarketics processes Personal Data on Customer’s behalf in providing Services.

2. Instructions. Smarketics will process Personal Data only on Customer’s documented instructions, including as set out in the SOW, unless required by applicable law, and where legally permitted, Smarketics will inform Customer.

3. Confidentiality. Smarketics will ensure authorized personnel are bound by confidentiality.

4. Security Measures. Smarketics will implement appropriate technical and organizational measures designed to protect Personal Data, including access controls, least-privilege practices, and reasonable logging and credential handling.

5. Subprocessors. Customer authorizes Smarketics to use subprocessors as needed to provide Services. Smarketics remains responsible for subprocessors’ compliance with equivalent obligations. Upon request, Smarketics will provide a list of material subprocessors.

6. International Transfers. Where GDPR applies and Personal Data is transferred outside the EEA/UK, the parties will implement an appropriate transfer mechanism (including Standard Contractual Clauses where applicable), via the SOW or a separate addendum.

7. Data Subject Requests. Smarketics will reasonably assist Customer with responding to data subject requests, to the extent applicable and legally permitted.

8. Personal Data Breach. Smarketics will notify Customer without undue delay after becoming aware of a Personal Data Breach affecting Personal Data processed under the Services and will provide available information reasonably necessary for compliance.

9. Deletion/Return. Upon termination of Services, Smarketics will, at Customer’s request and where feasible, return or delete Personal Data processed on Customer’s behalf, except as required by law or reasonably necessary for legitimate purposes such as billing and dispute resolution, and Smarketics will protect retained data accordingly.

10. Audit Assistance. No more than once per year upon reasonable notice, Smarketics will provide information reasonably necessary to demonstrate compliance, subject to confidentiality and security restrictions. Any on-site audit must be mutually agreed, limited in scope, and at Customer’s expense.

EXHIBIT B — SECURITY & ACCESS RESPONSIBILITIES

1. Access Provisioning. Customer will provide timely access to systems, environments, and documentation needed to perform the Services and warrants it has authority to grant such access.

2. Customer Account Security. Customer is responsible for credential confidentiality, MFA enforcement where available, and prompt revocation for departing personnel.

3. Least Privilege. Smarketics will request and use only the minimum access reasonably necessary to perform the Services and will follow need-to-know practices.

4. Backups. Unless the SOW expressly states otherwise, Customer is responsible for backups, retention, and recovery. If Smarketics is contracted to manage backups or hosting, scope and targets must be stated in the SOW.

5. Change Control. Customer will designate authorized approvers for production changes. Smarketics will follow the agreed change process and maintenance windows in the SOW. Emergency changes to protect security or availability may be performed with notice as soon as reasonably possible.

6. Third-Party Dependencies. Customer acknowledges Services may rely on Third-Party Services. Smarketics coordinates within scope but is not responsible for third-party outages or limitations.

7. Monitoring and Logging. Where included in scope, Smarketics may implement reasonable monitoring and logging for reliability and security, limited to what is necessary to provide the Services.