Master Services Agreement.

This Master Services Agreement (“Agreement”) is entered into between ID Privacy, Inc., a Delaware corporation with its principal place of business at 2514 SW 38th Terrace, Cape Coral, FL 33914 (“ID Privacy”), and the person or entity that signs or electronically accepts an Ordering Document (“Client”; each a “Party,” together the “Parties”). ID Privacy provides AI infrastructure, agentic voice, SMS, email and chat automation, data enrichment, analytics, and related services, which Client wishes to obtain on these terms.

“Ordering Document” means any Sales Order Agreement, Order Form, Quote, Insertion Order, Statement of Work (including any scope of work), or other ordering document issued by ID Privacy that references, links to, or attaches this Agreement (each, an “order”).

1. How This Agreement Works

1.1 Structure. This Agreement sets the legal terms; commercial terms (products, pricing, start date) are set in Ordering Documents signed or accepted by Client and incorporated by reference. Client may add products, agents, or locations by signing or accepting a new Ordering Document; no new master agreement is required.

1.2 Order of Precedence. Conflicts resolve in this order: (a) a signed amendment to this Agreement; (b) a signed addendum/exhibit, including Exhibit 1; (c) the applicable order, but only as to products, pricing, credits, payment terms, and initial configuration it expressly addresses; (d) this Agreement; (e) the Documentation. Client purchase-order or portal terms have no effect, even if acknowledged by ID Privacy.

1.3 Definitions. “Services” = the ID Privacy AI platform, AI agents, AI Infrastructure, integrations, dashboards, and related support identified in an order. “AI Infrastructure” = the supporting computing architecture (storage, knowledge bases, encryption, APIs, private deployments). “Client Data” = data, records, recordings, transcripts, and content Client or its customers provide to or generate through the Services. “Custom AI Models” = models built specifically for Client per a signed SOW. “Documentation” = ID Privacy’s current published product documentation. “Transactional Data” = data ID Privacy collects on Client’s business transactions with users/third parties. “Users” = individuals Client authorizes to access the Services. “Service Activation Date” is defined in 3.3.

2. The Services

2.1 Access. ID Privacy grants Client a non-exclusive, non-transferable, revocable right during the Term to use the Services for Client’s internal business at the locations in the order, subject to payment.

2.2 ID Privacy Provides: configuration/deployment of ordered agents; the listed integrations; dashboards, reporting, and analytics; support during standard hours; and generally released updates at no extra charge.

2.3 Client Responsibilities: ensure Users comply with this Agreement and law; provide accurate, lawfully obtained Client Data on time; secure its own credentials/accounts and report incidents promptly; pay undisputed invoices when due; maintain its own backups (ID Privacy does not guarantee data retention/recovery); and validate the accuracy, appropriateness, and legality of AI outputs before relying on them.

2.4 Restrictions. Client will not, and will not permit any third party to: resell, sublicense, or service-bureau the Services; reverse-engineer or extract source code, model weights, prompts, or orchestration logic; use the Services to train a competing product; exceed usage limits without consent; integrate with an ID Privacy competitor without consent; store/transmit unlawful material; seek unauthorized system access; or generate hateful, false, adult, or otherwise harmful content. ID Privacy may immediately suspend the Services if Client’s use threatens security, integrity, or availability, with notice and a cure opportunity where feasible.

2.5 Third-Party Services. ID Privacy may use third-party platforms and does not warrant or support them absent express agreement. ID Privacy may require removal of, or disable/modify integrations involving, Client Data that violates law or a third party’s rights.

2.6 Changes. ID Privacy may modify the Services, provided no change materially reduces the core purchased functionality during a paid term.

3. Implementation, Activation & Acceptance

3.1 Client Cooperation. Client will promptly and at no charge provide system/API credentials, telephony/carrier access, website/tag-manager access, personnel and approvals for configuration review, and accurate business information. ID Privacy is not responsible for delays caused by Client or its third-party vendors.

3.2 Validation. Before go-live, ID Privacy validates that each agent performs within the ordered scope and Documentation, including guardrail paths for unavailable or unconfirmed context.

3.3 Activation & Acceptance. The “Service Activation Date” is the date an agent is enabled in production to handle live interactions after validation. Successful validation is Client’s acceptance and confirms ID Privacy’s delivery; activation does not depend on volume, routing percentages, adoption, satisfaction scores, or Client’s readiness or staffing. Client is deemed to accept unless it delivers a written, specific rejection within ten (10) business days of ID Privacy’s validation-complete notice.

3.4 Tuning Is Normal. Conversational AI is adaptive by design; minor tuning, optimization, and feedback-driven refinement are standard operational adjustments and do not delay acceptance, activation, or billing.

3.5 Third-Party Dependencies. Caller ID, carrier routing, CRM/DMS availability, and similar inputs depend on upstream providers and Client systems. These are efficiency enhancements, not guaranteed identifiers or authorization mechanisms, and ID Privacy is not responsible for their accuracy or availability.

4. Fees, Billing & Payment

Billing at a glance: setup fees are due on signature. The first month is prorated from the Service Activation Date and due that date; full monthly billing starts the 1st of the next calendar month. ACH/wire are free; credit card adds 3.9%.

4.1 Setup Fees are invoiced on execution, due on receipt, and non-refundable.

4.2 First Month is prorated per day from the Service Activation Date through month-end, invoiced and due that day.

4.3 Recurring Billing. Beginning the 1st of the month after activation, and each month thereafter, ID Privacy invoices 100% of that month’s recurring fees in advance, due on receipt.

4.4 Usage, Overage & Custom Work. Usage-based fees above any included allowance bill monthly in arrears; any unmet monthly minimum bills as if incurred. Custom work outside ordered scope bills at $250/hr under a signed change order. ID Privacy’s usage records control absent manifest error.

4.5 Payment Methods. Fees are stated at the ACH Price (ACH, bank transfer, or wire; no fee) or the Card Price (ACH Price + a 3.9% processing fee, disclosed in advance; not a penalty). Debit/prepaid cards bill at the ACH Price. Where law or network rules limit a card differential, the fee reduces or is eliminated accordingly; other terms are unaffected. ID Privacy may require ACH/wire above a stated billing threshold. Client authorizes recurring charges via the ID Privacy Payment Authorization Form, incorporated herein.

4.6 Late Payment. Past-due balances accrue interest at 1.5%/month (or the legal maximum, if lower); Client reimburses reasonable collection costs including attorneys’ fees. Returned ACH entries and declined cards incur a $35 fee.

4.7 Suspension. If an undisputed amount is 10+ days past due, ID Privacy may suspend after five (5) business days’ written notice, without liability; fees continue to accrue. Does not apply to good-faith disputed amounts.

4.8 Disputed Amounts. Client must notify ID Privacy in writing within thirty (30) days of the invoice date, with reasonable detail, and cooperate to resolve while paying undisputed amounts.

4.9 Price Adjustments. Fees are fixed during the Initial Term. On each activation anniversary, ID Privacy may raise fees up to 5% on thirty (30) days’ notice; increases above 5% require Client’s consent (Client may decline by not renewing).

4.10 Taxes. Fees exclude sales, use, excise, telecom, and similar taxes (other than taxes on ID Privacy’s net income), which Client pays; Client provides exemption certificates if applicable.

5. Client Data & AI Training

5.1 Ownership. As between the Parties, Client owns and retains all right, title, and interest in Client Data.

5.2 License to Operate. Client grants ID Privacy a non-exclusive, worldwide, royalty-free license to host, store, process, transmit, display, and technically modify Client Data as needed to provide, secure, support, and bill for the Services.

5.3 Private-Instance Training & Self-Healing. ID Privacy may use Client Data to train, tune, evaluate, correct, and improve the AI agents, prompts, retrieval indices, guardrails, and configurations deployed for Client’s own instance (including automated quality monitoring, error detection, and self-healing), which is how agents learn Client’s inventory, processes, vocabulary, and customers. Resulting models, indices, and configurations are provisioned only to Client’s instance and not shared with other customers; Client Data remains logically isolated and secured.

5.4 Platform Improvement. ID Privacy may also use Client Data to develop, train, test, correct, and improve the Services generally (quality monitoring, error detection, self-healing, safety, guardrails, abuse prevention, reliability). In doing so ID Privacy will: use Client Data only in de-identified/aggregated form for cross-customer purposes; not disclose Client-identifiable data to other customers or third parties except bound subprocessors; not train a model in a manner designed or reasonably likely to reproduce Client’s Confidential Information or its customers’ personal information in another customer’s output; not use Client Data to benefit a Client competitor; and not sell Client Data or share it for cross-context behavioral advertising.

5.5 De-Identified, Usage & Transactional Data. “De-Identified Data” = data with direct identifiers removed such that it no longer reasonably identifies Client, an individual, or a transaction. “Usage Data” = technical/statistical data on Service configuration, performance, and use. ID Privacy owns and may use/retain De-Identified and Usage Data without restriction, including after termination, and will not re-identify them. Client grants ID Privacy a perpetual, worldwide, irrevocable, royalty-free license to use Transactional Data for ID Privacy’s internal business purposes and reporting, subject to applicable data-protection law and without disclosing Client-identifiable information.

5.6 Consumer Data & Communications Compliance. Client is the business/controller for personal information processed through the Services; ID Privacy acts as service provider/processor on Client’s documented instructions and per Exhibit 1. Client is solely responsible for all communications sent via the Services and for compliance with applicable marketing, telemarketing, texting, email, privacy, do-not-call, carrier, and electronic-communications laws (TCPA, Telemarketing Sales Rule, CAN-SPAM, federal/state DNC and mini-TCPA statutes, registration/licensing/bonding, 10DLC/carrier rules, call-recording/two-party-consent laws, GDPR, CASL, and similar). Client represents and warrants it has obtained and will maintain all required consents, registrations, licenses, bonds, and suppression records, including, for automated/prerecorded/AI-generated calls or texts to wireless numbers, prior express consent, and prior express written consent under 47 C.F.R. § 64.1200 for telemarketing. Client will produce consent records within five (5) business days of request and scrub each campaign against suppression lists before launch. ID Privacy may require (and Client may not disable) AI-disclosure and opt-out script elements; may decline or suspend campaigns it reasonably believes lack a documented lawful basis; and may require written approval before any campaign exceeding the ordered volume. Compliance-related features/tools in the Services are for convenience only, are not legal advice, and do not guarantee compliance. This Section survives termination.

5.7 Website Technologies. Where Client enables the Identity & Context Agent, a website container, or similar visitor-signal technology, Client is responsible for its website disclosures, privacy policy, and any legally required consent mechanism (including state wiretap/pen-register/session-recording statutes). ID Privacy’s recommended disclosure language is not legal advice. Identification output is an efficiency signal only, not itself a lawful basis to contact anyone; Client remains responsible under 5.6 for the underlying consent.

5.8 Return & Deletion. On written request during the Term or within thirty (30) days after termination, ID Privacy will export Client Data in a commercially reasonable format, then delete it within thirty (30) days after the export window closes, except routine backups on their normal cycle, data legally required to be retained or needed to resolve a dispute, and De-Identified/Usage/Transactional Data.

5.9 Feedback. Client grants ID Privacy a perpetual, irrevocable, royalty-free license to use any Client or User suggestion or feedback without restriction.

6. Confidentiality

6.1 Obligation. Each Party protects the other’s Confidential Information (non-public information marked confidential or reasonably understood as such, including ID Privacy’s products, pricing, architecture, models, algorithms, datasets, prompts, processes, roadmap, and Client Data) with at least the care it uses for its own, and no less than reasonable care; uses it only to perform this Agreement; and discloses it only to need-to-know personnel/advisors under comparable obligations.

6.2 Exclusions. The obligation excludes information already known without obligation, independently developed, publicly available through no fault of the receiving Party, or lawfully obtained from a third party without restriction. Compelled disclosure is permitted with prompt notice where legally allowed.

6.3 Return or Destruction. On termination or request, the receiving Party returns or destroys the other’s Confidential Information (certifying destruction if asked), except legally required archival or backup copies.

7. Security

7.1 Security Program. ID Privacy maintains a written security program (administrative, physical, and technical safeguards) appropriate to Client Data sensitivity: encryption in transit/at rest, role-based access, logging, vulnerability management, personnel screening, and periodic testing. Certifications, attestations, and the subprocessor list are published at idprivacy.ai/trust. Client and Users must comply with ID Privacy’s published security policies.

7.2 Incident Notice. ID Privacy notifies Client without undue delay (within 72 hours of confirming) of a security incident involving unauthorized access to or acquisition of Client Data, and reasonably cooperates in Client’s response and required notifications.

8. Intellectual Property

8.1 ID Privacy IP. Except as in 8.2, ID Privacy owns the Services (platform, orchestration/reasoning engines, context graph, AI models/weights, algorithms, datasets, prompts, agent designs, software, APIs, integrations, AI Infrastructure, Documentation, and De-Identified/Usage Data) and all related IP, whether created before or during the Term. No rights are granted beyond the access right in 2.1.

8.2 Custom AI Models. For Custom AI Models built as work-for-hire under a signed SOW, ID Privacy assigns the described IP to Client on full payment. Otherwise ID Privacy retains ownership of all models, datasets, and IP used or developed to provide the Services; no assignment covers the underlying platform, base models, orchestration logic, or anything used to serve other customers.

8.3 Output. Client owns the transcripts, summaries, appointments, and other Client-specific content the Services generate from Client Data, subject to ID Privacy’s underlying rights and Section 5.

8.4 Publicity. ID Privacy may identify Client by name/logo as a customer (website, customer lists, investor materials). Any case study, quote, or press release requires the other Party’s prior written approval, not unreasonably withheld.

9. Warranties & Disclaimers

9.1 Mutual. Each Party warrants it has authority to enter and perform this Agreement, doing so breaches no other agreement, and it will comply with applicable law, including export controls.

9.2 ID Privacy Warranties. ID Privacy warrants the Services will be performed professionally per industry standards, will materially conform to the Documentation, will not infringe third-party IP, that it holds the necessary rights, and that it maintains commercially reasonable Client Data safeguards. Client’s exclusive remedy for breach of the performance warranty is correction within a reasonable time after written notice or, failing that, termination of the affected order and refund of prepaid, unused fees.

9.3 AI DISCLAIMER. THE SERVICES USE PROBABILISTIC ARTIFICIAL INTELLIGENCE. OUTPUT MAY BE INCOMPLETE, INACCURATE, OR UNEXPECTED, AND CONVERSATION PATHS WILL VARY WITH CALLER BEHAVIOR, CONTEXT, INTEGRATIONS, AND REAL-TIME CONDITIONS. ID PRIVACY DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR SUITABILITY OF ANY OUTPUT, OR ANY PARTICULAR APPOINTMENT, LEAD, CONVERSION, REVENUE, SATISFACTION SCORE, OR OTHER BUSINESS RESULT. ACTIVATION AND BILLING ARE NOT CONTINGENT ON SUBJECTIVE CUSTOMER FEEDBACK, COMPLAINT VOLUME, OR EARLY PERFORMANCE PERCEPTIONS, PROVIDED THE AGENT OPERATES WITHIN THE AGREED CONFIGURATION.

9.4 GENERAL DISCLAIMER. EXCEPT AS EXPRESSLY STATED IN THIS SECTION 9, THE SERVICES ARE PROVIDED “AS IS” AND ID PRIVACY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND UNINTERRUPTED OR ERROR-FREE OPERATION.

10. Limitation of Liability

10.1 NO INDIRECT DAMAGES. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR BUSINESS INTERRUPTION, REGARDLESS OF THEORY, EVEN IF ADVISED OF THE POSSIBILITY.

10.2 CAP. EXCEPT AS IN 10.3, EACH PARTY’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED AMOUNTS PAID OR PAYABLE BY CLIENT TO ID PRIVACY IN THE PRECEDING TWELVE (12) MONTHS.

10.3 EXCEPTIONS. THE CAP DOES NOT APPLY TO CLIENT’S PAYMENT OBLIGATIONS, OR TO GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD, OR IP MISAPPROPRIATION. FOR BREACH OF SECTION 6 OR INDEMNIFICATION UNDER SECTION 11, LIABILITY IS CAPPED AT THREE (3) TIMES THE SECTION 10.2 AMOUNT.

10.4 Allocation. These limits reflect an agreed risk allocation and are an essential basis of the pricing.

11. Insurance & Indemnification

11.1 Insurance. ID Privacy maintains technology E&O insurance, including cyber liability, at enterprise-consistent limits, and provides a certificate on request.

11.2 By ID Privacy. ID Privacy will defend Client against third-party claims that the Services, as provided and used per this Agreement, infringe a US patent, copyright, or trademark, or misappropriate a trade secret, and pay awarded damages or approved settlements, excluding claims arising from Client Data, Client’s configuration/instructions, combinations with non-ID-Privacy items, unauthorized modification, or misuse. ID Privacy may procure continued-use rights, modify the Services, or terminate the order and refund prepaid, unused fees. This states ID Privacy’s entire infringement liability.

11.3 By Client. Client will defend ID Privacy against third-party claims arising from: Client Data or any list, audience, script, campaign, or website technology Client provides or deploys; Client’s failure to obtain consents or honor opt-out/DNC requests; TCPA, mini-TCPA, Telemarketing Sales Rule, CAN-SPAM, call-recording, wiretap, pen-register, or session-recording claims from Client-directed communications/technologies; or Client’s misuse or violation of law, and will pay awarded damages or approved settlements.

11.4 Mutual. Each Party indemnifies the other for its own breach of representations/warranties, breach of law, negligent acts/willful misconduct, or fraud.

11.5 Procedure. The indemnified Party gives prompt written notice, lets the indemnifying Party control the defense, and cooperates at the indemnifying Party’s expense; no non-monetary settlement without the indemnified Party’s consent.

12. Term & Termination

12.1 Term. This Agreement runs from the Effective Date until all orders expire or terminate. Each order’s Initial Term is twelve (12) months from its Service Activation Date (unless stated otherwise), then renews as stated or month-to-month on thirty (30) days’ notice of non-renewal.

12.2 Termination for Convenience. After the first ninety (90) days post-activation, either Party may terminate an order on thirty (30) days’ notice; paid fees (including setup/activation) are non-refundable, all accrued fees remain due, and termination does not reverse billing for periods an agent was active/available.

12.3 Termination for Cause. Either Party may terminate for uncured material breach (30 days’ notice/cure); ID Privacy may terminate on ten (10) days’ notice for non-payment; either Party may terminate immediately on the other’s insolvency, assignment for creditors, or bankruptcy not dismissed within sixty (60) days.

12.4 Effect. Access ends, accrued fees become due, and Confidential Information is returned/destroyed per 6.3. Sections 2.4, 4 (accrued amounts), 5.5, 5.6, 5.8, 5.9, 6, 8, 9.3, 9.4, 10, 11, 12.4, 13, and Exhibit 1 survive.

13. General

13.1 Governing Law. New York law governs (excluding conflict-of-laws rules and the UN CISG).

13.2 Dispute Resolution. The Parties first attempt good-faith senior-executive discussion/mediation for thirty (30) days; unresolved disputes go to binding AAA Commercial Arbitration before one arbitrator in Lee County, FL (judgment enforceable in any competent court). Either Party may seek injunctive/equitable relief in any competent court to protect IP/Confidential Information, or sue in Lee County, FL courts to collect undisputed amounts due (Parties consent to jurisdiction/venue there).

13.3 CLASS ACTION & JURY WAIVER. DISPUTES WILL BE RESOLVED ONLY INDIVIDUALLY. NEITHER PARTY MAY BRING A CLAIM AS A PLAINTIFF OR CLASS MEMBER IN A CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY.

13.4 Continuity & Change of Control. On an ID Privacy change of control, ID Privacy will use commercially reasonable efforts to keep Client’s Service/Custom-Model rights uninterrupted, give thirty (30) days’ notice, and offer the successor assumption of this Agreement; once satisfied, ID Privacy’s obligations discharge to the successor. If the successor does not assume, Client’s exclusive remedy is termination without further liability beyond fees through the effective date. Client’s license rights survive any change of control.

13.5 Assignment. Neither Party may assign without the other’s consent (not unreasonably withheld), except either may assign to a successor via merger, reorganization, or sale of substantially all assets or equity on notice.

13.6 Change Orders. Order fees are firm unless events beyond ID Privacy’s control (scope changes, Client delays, regulatory changes) increase costs; such changes require a signed change order detailing the added cost before work proceeds.

13.7 Non-Solicitation. During the Term and for one (1) year after, neither Party will solicit or hire the other’s employees/contractors it had material contact with, without consent (general public ads not targeted at them are not a breach).

13.8 Notices. In writing, to Client’s legal notices address/email stated in the applicable order, and to legal@idprivacy.ai (copy: 2514 SW 38th Terrace, Cape Coral, FL 33914) for ID Privacy; effective on delivery, or the next business day for confirmed email.

13.9 Force Majeure. Except for payment, neither Party is liable for delay/failure from events beyond its reasonable control, with prompt notice.

13.10 Independent Contractors. The Parties are independent contractors; nothing creates a partnership, joint venture, agency, franchise, or employment relationship.

13.11 Miscellaneous. This Agreement, its orders, exhibits, Exhibit 1, and the Payment Authorization Form are the entire agreement, superseding prior proposals/representations. Amendments must be signed writings; no waiver unless written; unenforceable provisions are limited to the minimum necessary, with the rest remaining effective; there are no third-party beneficiaries; this Agreement may be signed in counterparts and electronically, each an original.

13.12 Acceptance. These Terms are incorporated into and form part of each Ordering Document signed or accepted by Client. By signing or accepting an Ordering Document that references, links to, or attaches these Terms, Client acknowledges receipt and agrees these Terms govern the ordered services.