This Master Services Agreement (the “Agreement”), effective as of the Effective Date below and by and between Integrail Corp. dba EverWorker (“EverWorker”) and Customer (identified below), governs the purchase and use of the EverWorker Platform and any related services described in any Order Form that references this Agreement. This Agreement includes any referenced policies and attachments, and all Order Forms entered into by the Parties. “Party” means EverWorker and Customer individually, and “Parties” means such Parties collectively.

1. DEFINITIONS.

“Agreement” means this Master Services Agreement and any Order Form that references this Agreement, together with any other terms referenced herein or therein;

“AI Application” means an AI worker or application that is comprised of the following combination and/or integration: (a) the underlying AI functionality, (b) Customer Data, and (c) Prompts, outputs from the EverWorker Platform from Prompts, configurations, or workflows, solely as such combination and/or integration exists and operates, as applicable, within a Customer Environment Deployment or an EverWorker Hosted Deployment; and for clarity, exclude s (x) any AI worker or application that does not include all of the elements (a), (b) and (c) above or does not exist or operate within the applicable Customer Environment Deployment or EverWorker Hosted Deployment, or (y) any standalone underlying AI worker, platform, or general- purpose models.

“Authorized User” means Customer’s employees and contractors that are acting on Customer’s behalf and solely for the benefit of Customer;

“Customer Environment Deployment” means, as applicable, a VPC Deployment or an On-Premise Deployment;

“Customer Information” means any data that Customer submits, posts, transmits or uploads to the EverWorker Platform or provides to EverWorker and any AI Application.

“Documentation” means end user technical documentation, training and educational documentation and other documentation and material that EverWorker provides Customer that is related to the EverWorker Platform and its use, as may be updated from time to time by EverWorker. “EverWorker Hosted Deployment” means the deployment of the EverWorker Platform for the Customer in EverWorker’s cloud environment; “EverWorker Platform” means EverWorker’s proprietary software and services platform and Documentation, but excludes any Third-Party AI Models and any Integrations; “EverWorker Privacy Policy” means the then -current EverWorker Privacy Policy located at: https://everworker.ai/legal/privacy- policy; “EverWorker Technology” means the EverWorker Platform, the Professional Services, any other EverWorker products and services, and all related underlying documentation, technology, code, Usage Data, know -how, logos, materials and templates (including anything delivered as part of Support and Maintenance or Professional Services), and any updates, modificati ons or derivative works of any of the foregoing. “Integrations” means any Customer or third-party data sources, APIs and applications that Customer integrates , or has integrated, into the EverWorker Platform; “Intellectual Property Rights” means patent rights (including, without limitation, patent applications and disclosures), inventions, copyrights, trade secrets, know -how, data and database rights, mask work rights, and any other intellectual property rights recognized in any country or jurisdiction in the world. “On-Premise Deployment ” means the deployment of the EverWorker Platform for the Customer in Customer’s own infrastructure; “Order Form” means the Order Form that Customer and EverWorker enter into for the EverWorker Platform and/or Professional Services; “Premium Support ” means the Professional Services that EverWorker provides Customer on a subscription basis whereby Customer makes available to EverWorker one (1) dedicated EverWorker resource for a designated number of hours per week during the Subscription Term to help Customer optimize its use of the EverWorker Platform for its business purposes; “Professional Services” means Support and Maintenance, Premium Support and any training and/or other professional services (including those related to the integration or deployment of the EverWorker Platform) performed by EverWorker as set forth in an Order Form; “Prompt” means any language or language set prompts, instruction s or direction s, either in written or verbal format, that Customer submits, posts, transmits or uploads to the EverWorker Platform; “Service Level Agreement” means the service level for the EverWorker Platform set forth in Exhibit B attached hereto; “Subscription Term” has the meaning in Section 9.1; “Support and Maintenance” means the technical support and maintenance for the EverWorker Platform set forth in Exhibit A attached hereto; “Third-Party AI Models ” means the third-party AI models to which Customer will have access to use from the EverWorker Platform; “Usage Data” means any anonymous data or data sets related about product usage and/or performance of the EverWorker Platform that do not identify Customer, Authorized Users or any Customer end users and that are stripped of all personal identifiers (such as name, email address, device identifiers and IP addresses); and “VPC Deployment” means the deployment of the EverWorker Platform for the Customer in Customer’s virtual private cloud.

2. EVERWORKER PLATFORM.

2.1 EverWorker Platform Access.

During the Subscription Term, EverWorker grants Customer a limited, non -

exclusive, non-transferable, non-sublicensable right to access and use the EverWorker Platform solely to access and use Third - Party AI Models to create, deploy and manage AI applications for Customer’s business purposes, including use with its products and services. For a deployment of the EverWorker Platform in a Customer Environment Deployment, the rights granted in this Section 2.1 include the right to install the EverWorker Platform in the applicable Customer Environment Deployment specified in the Order Form.

2.2 Restrictions.

Customer will not, and will not permit any third party to, use the EverWorker Technology in any

manner not expressly authorized by this Agreement. Customer will not at any time, and will not permit any third party to, directly or indirectly: (a) modify or create derivative works of the EverWorker Technology; (b) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain improper access to the EverWorker Technology; (c) sell, resell, rent , lease, sub- lease, assign, convey, transfer or otherwise commercially exploit , or make available to a third party (other than an Authorized User subject to this Agreement), the EverWorker Technology; (d) use the EverWorker Technology to access and use any Third - Party AI Models for which it does not have prior permission to use from the applicable third party; (e) integrate Integrations with, or into, the EverWorker Platform for which it does not have prior permission to use from the applicable third party ; (f) use the EverWorker Technology to store, transmit, upload or post any infringing, libelous or otherwise unlawf ul or tortious material or any data (including any Customer Information), or any material or data for which it does not have the necessary consents or rights to use as contemplated in this Agreement ; ( g) interfere with, or disrupt the integrity or performance of, the EverWorker Technology, or any data or content contained therein or transmitted thereby; ( h) use the EverWorker Technology or any other Confidential Information of EverWorker to develop, commercialize, license or sell any product, service or technology that could, directly or indirectly, compete with the EverWorker Technology; (i) use the EverWorker Technology in any way that exceeds any applicable usage limitations as may be specified in the applicable Order Form; or (j) delete or in any manner alter the copyright, trademark, and other proprietary rights notices appearing on or included in the EverWorker Technology.

2.3 Customer Responsibilities.

Customer shall: (a) prevent unauthorized or unlawful access to, or use of, the

EverWorker Platform; (b) maintain the security and integrity of the EverWorker Platform if deployed in a Customer Environment Deployment; (c) use each Third Party-AI Model it accesses from, and each Integration it integrates with, the EverWorker Platform in compliance with this Agreement, any applicable third party agreement and all applicable laws; (d) ensure that it maintains and operates the minimum requirements specified in the Order Form for optimal functioning of the EverWorker Platform; (e) provide EverWorker with administrative and network access (reasonably satisfactory to EverWorker) to Customer’s system and network to permit EverWorker to monitor, operate and support the EverWorker Platform; (f) use, and cause its Authorized Users to use, the EverWorker Platform in compliance with this Agreement and all applicable laws; (g) perform, and cause its Authorized Users to perform, all the tasks and responsibilities that it is required to perform in connection with any Professional Services, as set forth in the applicable Order Form; (h) require all Authorized Users to use all reasonable means to secure user names and passwords used to access the EverWorker Platform; (i) provide, configure, maintain, and secure, at its own cost and responsibility, all necessary account credentials, API keys, access tokens, or connections (collectively, “Credentials”) to any Third Party-AI Model, Integrations or subscriptions that Customer elects to use in connection with the EverWorker Platform, and ensure that such Credentials are valid, authorized, and compliant with all applicable third -party terms and conditions; and (j) promptly notify EverWorker if Customer or any Authorized User knows or reasonably suspects that any username, password or Credential has been compromised.

2.4 EverWorker Responsibilities.

EverWorker will implement appropriate technical and organizational security

measures designed to protect Customer Information in the EverWorker Platform against unauthorized or unlawful processing, accidental or unlawful destruction, accidental loss or alteration, and unauthorized disclosure or access. For any EverWorker Hosted Deployment, EverWorker’s security measures will include: (a) storing Customer Information on servers located in a physically secured location; and (b) using industry standard firewalls, access controls, and similar security technology designed to protect Customer Information from unauthorized disclosure and modification. EverWorker will comply with applicable privacy laws and regulations, and the EverWorker Privacy Policy, in connection with the processing of any Customer Information that is personal data subject to applicable data privacy laws and regulations. EverWorker will provide Support and Maintenance for the EverWorker Platform and will provide the EverWorker Platform to Customer in accordance with the Service Level Agreement. If applicable, and as set forth in an Order Form, EverWorker will make available Premium Support to Customer.

3. INTELLECTUAL PROPERTY RIGHTS.

3.1 EverWorker.

EverWorker and its licensors retain all rights, title and interest, including all related Intellectual

Property Rights, in and to the EverWorker Technology, and all derivative works, improvements or modifications thereto by

whomever made. No rights are granted to Customer hereunder (whether by implication, estoppel, exhaustion or otherwise) other than as expressly set forth herein.

3.2 Customer.

Customer retains all rights, title and interest, including all related Intellectual Property Rights, in

and to Customer Information. Customer hereby grants EverWorker a non-exclusive, worldwide, royalty-free right and license to use, host, reproduce, display, perform, modify the Customer Information solely for the purpose of hosting, operating, improving and providing the EverWorker Platform, the Professional Services and EverWorker’s other related products, services and technologies during the term of this Agreement. Customer will: (a) be responsible for all Customer Information; and (b) obtain all waivers, consents and other rights necessary for EverWorker to use Customer Information to provide the EverWorker Platform to Customer. Customer remains solely responsible and liable for complying with all applicable data protection laws in its provision of Customer Information to EverWorker. Notwithstanding any contrary term in this Agreemen t, Customer acknowledges and agrees to the following: (x) artificial intelligence is an emerging technology and any outputs from the EverWorker Platform may be unreliable, inaccurate and incomplete; (y) Customer assumes sole responsibility and liability for verifying, validating and testing of such outputs before any use, including as part of any AI Application; and (z) and any Customer inputs into, outputs from, the EverWorker Platform, and any AI Applications generated therefrom, may be similar or identical inputs, outputs and AI applications of another EverWorker Platform user, and EverWorker will have no responsibility or liability therefor.

3.3 Feedback.

If Customer provides EverWorker any suggestions, comments, ideas or other feedback with

respect to the EverWorker Platform or the Professional Services (“Feedback”), Customer hereby grants EverWorker a non- exclusive, perpetual, irrevocable, sub-licensable, transferable, royalty-free, fully paid worldwide right and license to use and exploit such Feedback in any manner EverWorker deems fit.

4. PAYMENT TERMS.

4.1 Payment of Fees.

Unless otherwise expressly provided in an Order Form, Customer shall pay all fees in full

within fifteen (15) days of receipt of EverWorker’s invoice, without right of set-off or holdback. Any late payment shall be subject to interest that accrues at a rate of the lower of one and one half per cent (1.5%) per month or the highest rate permitted by law, plus costs of collection. Except as otherwise provided in an Order Form, or as otherwise provided herein, all fees must be paid in United Stated Dollars, are based on products and services purchased and not on actual usage or performance and are non- cancelable and non-refundable.

4.2 Taxes.

Any and all payments that are due and payable under this Agreement by Customer are exclusive of all

taxes, including: (a) all federal, state, local of foreign value -added, sales, use, property and similar taxes; (b) all customs duties, import fees, stamp duties, license fees and similar charges; and (c) all other mandatory payments to government agencies of whatever kind, except any taxes imposed on the net or gross income of EverWorker. Customer agrees to pay such taxes (excluding U.S. taxes based o n EverWorker’s net income). All amounts payable to EverWorker under this Agreement shall be without deduction of any taxes, levies, imposts, charges, withholdings and/or duties of any nature which may be levied or imposed, including without limitation, value added tax, customs duty and withholding tax.

4.3 Suspension of Use.

If Customer’s account is ten (10) days or more overdue or if EverWorker in good faith

believes that Customer is engaging in unauthorized conduct in its use of the EverWorker Platform or Professional Services, than, in addition to any of its other rights or remedies, EverWorker reserves the right to suspend Customer’s access to the EverWorker Platform and/or performance of the Professional Services without liability to Customer until, as applicable, such amounts are paid in full or until Customer stops engaging in such unauthorized conduct.

5. CONFIDENTIALITY.

5.1 Confidential Information.

Any and all non-public, confidential and proprietary information, including, without

limitation, code, inventions or know-how, or business, technical or financial information, furnished by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), that is either marked or designated as “confidential” or “proprietary”, or that should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed or the circumstances surrounding the disclosure, shall constitute the confidential property of the Disclosing Party (“Confidential Information”). For the avoidance of any doubt, th is Agreement, the EverWorker Technology, fees and pricing information and any performance information (e.g., benchmarking results) relating to the EverWorker Platform are EverWorker Confidential Information, and Customer Information are Customer Confidential information. Confidential Information does not include information that the Receiving Party can document: (a) was in the public domain at the time it was disclosed or has entered the public domain through no fault of the Receiving Party; (b) was known to the Receiving Party free of any obligation of confidentiality before it was communicated to the Receiving Party by the Disclosing Party; (c) is independently developed by the

Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or (d) is rightfully obtained by Receiving Party from a third party without a breach of any confidentiality obligation.

5.2 Obligations of Confidentiality.

Except as expressly permitted in this Agreement, the Receiving Party agrees (a)

to keep all Confidential Information of the Disclosing Party in strict confidence and not to disclose or reveal any such Confidential Information to any person (other than such Receiving Party’s employees, contractors or consultants who (i) have a need to know the Confidential Information and (ii) are subject to terms of confidentiality no less restrictive than those set forth herein), and (b) not to use Confidential Informati on for any purpose other than in connection with fulfilling its obligations or exercising rights under this Agreement. The Receiving Party shall treat all Confidential Information of the Disclosing Party by using the same degree of care, but no less than a reasonable degree of care, as it accords its own Confidential Information.

5.3 Required Disclosures.

The Receiving Party may disclose the Confidential Information of the Disclosing Party if

it is required to do so pursuant to an order or requirement of a court, administrative agency or other governmental body; provided however, unless prohibited or rest ricted by law enforcement or government or court order, the Receiving Party shall provide prompt written notice of such court order or requirement to the Disclosing Party to enable the Disclosing Party the possibility to seek a protecti ve order or otherwise prevent or restrict such disclosure, and shall use reasonable efforts to cooperate with the Disclosing Party (at the Disclosing Party’s expense) to obtain such protective order or other appropriate remedy. In the event that such prote ctive order or other remedy is not obtained, or the Disclosing Party waives compliance, in whole or in part, with the terms of this Agreement, the Receiving Party shall use commercially reasonable efforts (a) to disc lose only that portion of the Confidential Information that it is legally required to be disclosed or is the subject of such waiver, and (b) to ensure that all Confidential Information that is so disclosed shall be accorded confidential treatment.

6. REPRESENTATIONS AND WARRANTIES.

6.1 Mutual Representations and Warranties.

Each Party represents and warrants to the other Party that it has

the power and authority to execute, deliver and perform its obligations under this Agreement.

6.2 EverWorker Warranties.

EverWorker represents and warrants to Customer that (a) the EverWorker Platform

will operate in all material respects with the applicable Documentation, and (b) the Professional Services will be performed in a competent and workmanlike manner consistent with generally accepted industry standards. Customer’s sole and exclusive remedy, and EverWorker’s sole liability, for any breach of this warranty shall be for EverWorker to correct or re -perform the EverWorker Platform or Professional Services at EverWorker’s expense in accordance with Support and Maintenance. The limited warranty in this Section 6.2 shall not apply until Customer notifies EverWorker in writing of a breach of this warranty in accordance with Support and Maintenance . The limited warranty in this Section 6.2 shall not apply if the error or failure in performance was caused by misuse, unauthorized modifications, third -party hardware, software or services, Customer Information or any Force Majeure Event.

6.3 DISCLAIMERS.

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 6, THE EVERWORKER TECHNOLOGY AND

THE PROFESSIONAL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. NEITHER EVERWORKER NOR ITS SUPPLIERS MAKE OTHER WARRANTIES OF ANY KIND AND SPECIFICALLY DISCLAIM, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL EXPRESS, IMPLIED, STATUTORY OR OTHER WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE , SATSIFACTORY QUALITY OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, EVERWORKER DOES NOT WARRANT OR GUARANTEE: (A) ANY RESULTS FROM THE USE OF THE EVERWORKER PLATFORM; (B) THAT THE EVERWORKER PLATFORM WILL MEET CUSTOMER’S EXPECTATIONS; ( C) THAT THE CUSTOMER’S USE OF THE EVERWORKER PLATFORM WILL COMPLY WITH THE INTE RPRETATION OF LOCAL LAWS, ORDINANCES, RULES OR CODES; OR ( D) THAT THE EVERWORKER PLATFORM WILL BE ERROR FREE OR UNINTERRUPTED OR THAT ALL ERRORS WILL BE CORRECTED.

7. LIMITATION OF LIABILITY.

7.1 EXCLUSION OF DAMAGES.

EXCEPT FOR: (A) ANY INFRINGEMENT BY ONE PARTY OF THE OTHER PARTY’S

INTELLECTUAL PROPERTY RIGHTS, (B) ANY INDEMNIFICATION OBLIGATION OF EITHER PARTY AS SET FORTH IN SECTION 8 (INDEMNIFICATION), (C) FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY EITHER PARTY, OR (D) BREACH BY CUSTOMER OF ITS PAYMENT OBLIGATIONS OR THE PROVISIONS RELATED TO ITS USE OF THE EVERWORKER TECHNOLOGY AND PROFESSIONAL SERVICES (INCLUDING ANY RELATED RESTRICTIONS) , NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE EVERWORKER TECHNOLOGY OR THE PROFESSIONAL SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON CONTRACT,

WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. NOTWITHSTANDING ANY CONTRARY TERM IN THIS AGREEMENT, UNDER NO CIRCUMSTANCES WILL EVERWORKER BE LIABLE OR RESPONSIBLE FOR THE COST OF PROCUREMENT OF ANY SUBSTITUTE PRODUCTS OR SERVICES.

7.2 TOTAL LIABILITY.

EXCEPT FOR: (A) ANY INFRINGEMENT BY ONE PARTY OF THE OTHER PARTY’S INTELLECTUAL

PROPERTY RIGHTS, (B) ANY INDEMNIFICATION OBLIGATION OF EITHER PARTY AS SET FORTH IN SECTION 8 (INDEMNIFICATION), (C) FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY EITHER PARTY, OR (D) BREACH BY CUSTOMER OF ITS PAYMENT OBLIGATIONS OR THE PROVISIONS RELATED TO ITS USE OF THE EVERWORKER TECHNOLOGY AND PROFESSIONAL SERVICES (INCLUDING ANY RELATED RESTRICTIONS) , IN NO EVENT WILL EITHER PARTY’S TOTAL LIABILITY TO THE OTHER PARTY IN CONNECTION WITH THIS AGREEMENT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO EVERWORKER IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY ON WHICH THE CLAIM OR LIABILITY IS BASED, AND WHETHER OR NOT EVERWORKER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

8. INDEMNIFICATION.

8.1 Indemnification by EverWorker.

EverWorker (“Indemnifying Party ”) shall indemnify, defend and hold

harmless Customer (“Indemnified Party”) from and against any and all thir d-party claims asserted against an Indemnified Party (and all resulting, if payable to unaffiliated third parties, damages, losses, liabilities, penalties, costs and expenses, in cluding reasonable attorneys’ fees and costs) (“Losses”) arising out of the alleged infringement or misappropriation of a copyright, trade secret, trademark or United States patent by the EverWorker Platform. If any third party claim which EverWorker is obligated to defend has occurred, or in EverWorker’s determination is likely to occur, EverWorker may, in its sole discretion and at its option and expense: (a) obtain for Customer the right to use the allegedly infringing item; (b) substitute a non -infringing replacement for such item; or (c) if, in EverWorker’s opinion, neither item (a) nor (b) are reasonably available, terminate this Agreement and refund to Customer the fees pre-paid by Customer in an amount pro-rated for the portion of the Subscription Term for which the EverWorker Platform was not available to Customer. The foregoing indemnification obligation of EverWorker shall not apply if such claim arises out of: (1) use of the EverWorker Platform in combination with any software, hardware, network or system where the alleged infringement is caused by such combination; (2) any modification or alteration of the EverWorker Platform (other than by EverWorker); (3) where Customer continues the allegedly infringing activity after being informed of a modification that would avoid the alleged infringement; or (4) use of the EverWorker Platform other than in accordance with the terms and conditions of this Agreement. THIS SECTION 8.1 SETS FORTH EVERWORKER’S SOLE LIABILITY, AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, WITH RESPECT TO ANY CLAIM OF INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY.

8.2 Indemnification by Customer.

Customer (“Indemnifying Party”) shall indemnify, defend and hold harmless

EverWorker (“Indemnified Party”) from and against any and all Losses arising out of any Customer Information or Customer’s use of the EverWorker Platform.

8.3 Procedure.

The Indemnifying Party’s indemnification obligation is subject to the Indemnifying Party receiving:

(a) prompt written notice from the Indemnified Party of such claim (but in any event, notice in sufficient time for the Indemnifying Party to respond without prejudice); (b) the exclusive right to control and direct the investigation, defense, or settlement of such claim (provided, that, any settlement by Indemnifying Party that requires Indemnified Party to admit culpability or pay any monetary damages is subject to the prior written consent of Indemnified Party, such consent not to be unreasonably withheld or delayed); and (c) all reasonably necessary cooperation of the Indemnified Party at Indemnifying Party’s expense.

9. TERMINATION.

9.1 Term of Agreement and Order Form.

This Agreement commences on the Effective Date and continues until

terminated in accordance with this Section 9. Each Order Form will have an initial Subscription Term set forth therein (“ Initial Subscription Term”). Upon expiry of such Initial Subscription Term, the Order Form will automatically renew for additional one (1) year periods (each, a “ Renewal Subscription Term ”; and collectively with the Initial Subscription Term, the “ Subscription Term”), unless either Party provides written notice to the other Party of non-renewal at least ninety (90) days prior to the expiry of then-current Subscription Term.

9.2 Termination.

Either Party may terminate th is Agreement or any Order Form as follows: (a) upon thirty (30)

days written notice if the other Party breaches any material provision of this Agreement and the other Party does not cure su ch breach before the end of such cure period; (b) effective immediately and without notice if the other Party ceases to do business or otherwise terminates its operations, except as a result of a permitted assignment hereunder; or (c) if the other Party see ks

protection under any bankruptcy, receivership, trust deed, creditor’s arrangement or comparable proceedings, if such proceeding is instituted against that Party (and not dismissed with sixty (60) days thereafter).

9.3 Effect of Termination.

Upon termination or expiration of this Agreement or an Order Form: (a) the applicable

licenses granted to Customer will immediately terminate; (b) Customer will, and will cause its Authorized Users to, immediate ly cease using the applicable EverWorker Platform; (c) EverWorker will have no further obligation to provide access to the applicable EverWorker Platform or to perform any related Professional Services ; (d) Customer will pay any unpaid fees; and (e) each Party will return or destroy all copies of Confidential Information of the other Party (in accordance with the other Party’s direction) and provide written certification thereof.

9.4 Survival.

The following provisions of this Agreement shall survive an expiration or termination of this

Agreement or an Order Form: any payments terms and the following Sections of this Agreement: Sections 2.2 (Restrictions), 2.3 (Customer Responsibilities), 3 (Intellectual Property Rights), 4 (Payment Terms); 5 (Confidentiality), 6.3 (Disclaimers), 7 (Limitation of Liability), 8 (Indemnification), 9.5 (Survival), 10 (General Provisions).

10. GENERAL PROVISIONS.

10.1 Governing Law; Venue.

This Agreement shall be governed by and construed under the laws of the United

States and the laws of the State of Delaware, excluding its conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Transactions Act are specifically excluded from application to this Agreement. All disputes arising under this Agreement will be subject to the sole and exclusive jurisdiction and venue of the state and Federal courts located in New Castle County, Delaware, and the Parties each hereby consent to such jurisdiction and venue.

10.2 Third-Party Services.

Certain features and functionalities within the EverWorker Platform may allow

Customer and its Authorized Users to interface or interact with, access, use, and/or disclose Customer Information to compatible third-party services, products, technology and content through the EverWorker Platform, including without limitation Third Party- AI Models and Integrations (collectively, “ Third-Party Services ”). EverWorker does not provide any aspect of the Third -Party Services and is not responsible for any compatibility issues, errors or bugs in the EverWorker Platform or Third-Party Services caused in whole or in part by the Third -Party Services or any update or upgrade thereto. Customer is solely responsible for maintaining the Third-Party Services and obtaining any associated licenses and consents necessary for Customer to use the Third- Party Services in connection with the EverWorker Platform.

10.3 Force Majeure.

Neither Party will be responsible for any failure or delay in the performance of its obligations

under this Agreement (except for any payment obligations) due to causes beyond its reasonable control, which may include, without limitation, labor disputes, strikes, lockouts, shortages of or inability to obtain energy, raw materials or supplies, denial of service or other malicious attacks, telecommunications failure or degradation, pandemics, epidemics, public health emergencies, governmental orders and acts (including government-imposed travel restrictions and quarantines), material changes in law, war, terrorism, riot, or acts of God (each, a “Force Majeure Event”).

10.4 Assignment.

Neither Party may assign this Agreement or any of its rights, by operation of law or otherwise,

or delegate any of its duties hereunder (except that EverWorker may delegate to subcontractors, provided that it remains liable for proper performance of this Agreement), in whole or in part, without the other Party’s prior written consent; provided, however, either Party may assign this Agreement, without the consent of the other Party, in connection with a merger, acquisition, corporate reorganization or sale of all or substantially all of its assets. Any attempt by a Party to assign its rights or obligations under this Agreement in breach of the previous sentence shall be void and of no effect. Subject to the foregoing, this Agreement is binding upon and will inure to the benefit of each of the Parties and their respective successors and permitted assigns.

10.5 Notices.

Except as may be otherwise set forth herein, all notices, requests, demands and other

communications hereunder will be in writing (including by email provided that delivery to the recipient is confirmed). Any h ard copies of such communications will be deemed to have been duly given on the next day if delivered personally or sent by express courier to such Party. All notices will be sent to the address es set forth on the Order Form. Such addresses may be changed by written notice given by one Party to the other.

10.6 Publicity.

Notwithstanding any contrary term herein, EverWorker may use Customer’s name and logo on

EverWorker’s website and in its promotional materials as part of a general list of customers.

10.7 Export Control.

Customer will not export or re -export, either directly or indirectly, any technical data,

software, process, product, service, or system obtained from EverWorker, without first complying with the United States and all other applicable government laws and regulations governing the export, re-export, and import of those items.

10.8 Equitable Relief.

Each Party agrees that a breach or threatened breach by such Party of any of its obligations

under Section 5 (Confidentiality) or, in the case of Customer, Section 2.2 (Restrictions), would cause the other Party irreparable harm and significant damages for which there may be no adequate remedy under law and that, in the event of such breach or threatened breach, the other Party will have the right to seek immediate equitable relief, i ncluding a restraining order, an injunction, specific performance and a ny other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.

10.9 Entire Agreement.

This Agreement, including its exhibits, is the complete and exclusive agreement between

the Parties with respect to its subject matter and supersedes any and all prior or contemporaneous agreements, communications and understandings, both written and oral, with respect to its subject matter.

10.10 Amendment.

This Agreement may be amended or modified only by a written document executed by duly

authorized representatives of the Parties.

10.11 No Waiver.

Either Party’s failure to enforce any provision of this Agreement will not constitute a waiver of

future enforcement of that or any other provision. No waiver of any provision of this Agreement will be effective unless it is in writing and signed by the Party granting the waiver.

10.12 Severability.

If any provision of this Agreement is held invalid, illegal or unenforceable, that provision will be

enforced to the maximum extent permitted by law, given the fundamental intentions of the Parties, and the remaining provisions of this Agreement will remain in full force and effect.

10.13 Independent Contractors.

The relationship between the Parties is that of independent contractors. Nothing

in this Agreement will be construed to establish any partnership, joint venture or agency relationship between the Parties. Neither Party will have the power or authority to bind the other or incur any obligations on the other’s behalf without the other Par ty’s prior written consent.

10.14 No Third-Party Beneficiary.

No provision of this Agreement is intended to confer any rights, benefits,

remedies, obligations, or liabilities hereunder upon any person other than the Parties and their respective successors and assigns.

10.15 Counterparts.

This Agreement may be executed in counterparts, each of which is deemed an original, but all

of which together are deemed to be one and the same agreement.

EXHIBIT A – SUPPORT AND MAINTENANCE

Provided that Customer remains current in its payment obligations to EverWorker, EverWorker will use commercially reasonable efforts to provide technical support and maintenance for the EverWorker Platform as set forth in the table and response matrix below (including meeting the response times set forth below). To enable such support, Customer must report technical issues in a timely manner by initiating a helpdesk ticket by emailing support@EverWorker.ai, and by providing assistance as requested by EverWorker to diagnose and resolve such issues.

Customer must centralize its interactions with EverWorker by assigning no more than five (5) persons ("Designated Personnel") who are authorized to contact EverWorker for Support and Maintenance. All communication with the Customer and EverWorker will be with the Designated Personnel.

Support Category Provision

Response Time Matrix

From time to time, EverWorker will schedule planned downtime or unavailability of the EverWorker Platform to perform Support and Maintenance for which EverWorker shall give at least eight (8) hours -notice via the EverWorker Platform and which EverWorker will schedule to the extent reasonably practicable during weekend hours from 6:00 p.m. Friday to 3.00 a.m. Monday (EST) (“Planned Downtime”).

EverWorker will not be responsible for providing Support and Maintenance for any issues in the EverWorker Platform arising from events or occurrences: (a) any Planned Downtime or downtime or unavailability of the EverWorker Platform directed by Customer; (b) any downtime or unavailability of the EverWorker Platform caused by circumstances beyond EverWorker’s reasonable control, including without limitation, (i) acts of nature, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving EverWorker employees) or other Force Majeure Event , or (ii) acts of Customer or its employees, personnel or customers, Internet service provider, computer telecommunications, hosting facility failures or delays involving or resulting from hardware, software or network of Wi-Fi connectivity, or power systems not within EverWorker’s possession or reasonable control or denial of service attacks; or (c) where Customer fails to reasonably assist EverWorker in verifying, reproducing and correcting error conditions, or EverWorker is unable, after using reasonable efforts, to verify and reproduce the error condition reported by Customer.

EXHIBIT B – SERVICE LEVEL AGREEMENT

Subject to the terms in this Exhibit B, Customer shall be entitled to the following service level for the EverWorker Platform. For purposes of this Attachment, the following capitalized terms shall have the meaning given below:

“Excluded Events” means any of the following events or occurrences: (a) planned downtime or unavailability of the EverWorker Platform for which EverWorker shall give at least eight (8) hours-notice via the EverWorker Platform and which EverWorker will schedule to the extent reasonably practicable during weekend hours from 6:00 p.m. Friday to 3.00 a.m. Monday ( EST); (b) any downtime or unavailability of the EverWorker Platform directed by Customer ; (c) any downtime or unavailability of the EverWorker Platform caused by circumstances beyond EverWorker’s reasonable control, including without limitation, (i) acts of nature, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving EverWorker employees) or other Force Majeure Event, or (ii) acts of Customer or its employees, personnel or customers, Internet service provider, computer telecommunications, hosting facility failures or delays involving or resulting from hardware, software or network of Wi-Fi connectivity, or power systems not within EverWorker’s possession or reasonable control or denial of service attacks ; or (c) where Customer fails to reasonably assist EverWorker in verifying, reproducing and correcting error conditions, or EverWorker is unable, after using reasonable efforts, to verify and reproduce the error condition reported by Customer; and

“Measurement Period” shall mean each calendar month.

EverWorker Platform Availability

In the event that, during any Measurement Period (or partial Measurement Period if applicable), the total minutes during which EverWorker Platform is available to Customer (“ Availability”) is less than 99.5% (“ Target Availability Level”), Customer shall be entitled to a credit equal to one (1) full day of the annual subscription fees for the EverWorker Platform (a “ Credit”), up to a maximum of five (5) Credits in any Measurement Period (or partial Measurement Period), for each hour or partial hour that the EverWorker Platform is unavailable (“ Downtime”), excluding Excluded Events, during such Measurement Period (or partial Measurement Period, if applicable). In calculating Availability for Measurement Period, the following shall be used: Availability = Total Minutes in Measurement Period – (Minutes of Downtime – Excluded Events) X 100% Total Minutes in Measurement Period

Issuance of Credits and Logistics

In order for Customer to receive any Credit(s) pursuant to this Service Level Agreement, which shall be applied to the next invoice issued by EverWorker for payment of the applicable subscription fees:

• EverWorker must fail to achieve the EverWorker Target Availability Level in such Measurement Period;
• Customer must log a service request (via email ticket) for the service level failure and any credit due within thirty (30)

days of determining the applicable service level has not been achieved;

• the failure event must not be an Excluded Event or caused by an Excluded Event; and
• Customer must be current on payment obligations and otherwise in compliance with this Agreement.

Customer will not be eligible to receive multiple Credits for the same service request. If such Credit(s) are due and no subscription fees are or will subsequently become due and payable (or after the termination of this Agreement), the Credits shall, alternatively, be promptly paid to Customer via a lump sum cash payment.

THE CREDITS DESCRIBED IN THIS EXHIBIT SHALL BE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND EVERWORKER’S SOLE AND EXCLUSIVE LIABILITY FOR ANY FAILURE TO ACHIEVE THE TARGET AVAILABILITY LEVEL.