Tenant Terms of Service

PERSPYRE TECHNOLOGIES, INC.

Master SaaS Agreement (Tenant Terms of Service)

Last Updated: July 9, 2026

This Master SaaS Agreement (this “Agreement”) is entered into between Perspyre Technologies, Inc., a Delaware corporation (“Perspyre”), and the business customer identified on an Order Form or that registers for an account (“Customer”). This Agreement governs Customer’s access to and use of Perspyre’s multi-tenant software-as-a-service platform and related services. This Agreement applies to business customers only; individuals who access the Services through a Customer are governed by the separate End User Terms.

PLEASE READ THIS AGREEMENT CAREFULLY. IT INCLUDES DISCLAIMERS OF WARRANTIES (SECTION 24), LIMITATIONS OF LIABILITY (SECTION 25), AND A BINDING ARBITRATION PROVISION WITH CLASS ACTION AND JURY TRIAL WAIVERS (SECTION 27) THAT AFFECT CUSTOMER’S LEGAL RIGHTS.

1. DEFINITIONS

1.1 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership of more than fifty percent (50%) of the voting interests of the subject entity.

1.2 “Agreement” means this Master SaaS Agreement, together with each Order Form and each addendum, policy, or exhibit expressly incorporated by reference.

1.3 “AI Services” means any artificial intelligence, machine learning, or automated analytics functionality made available by Perspyre as part of or in connection with the Services, including any conversational assistant, predictive tooling, content-generation feature, or data-intelligence feature, whether developed by Perspyre or provided through third-party model providers.

1.4 “APIs” means any application programming interfaces, webhooks, software development kits, or developer tools made available by Perspyre.

1.5 “Authorized User” means an individual authorized by Customer to access the Services on Customer’s behalf, including Customer’s employees, contractors, and agents.

1.6 “Beta Services” means any feature, functionality, or service identified by Perspyre as alpha, beta, pilot, preview, early access, evaluation, experimental, or by words or notices of similar import.

1.7 “Customer” means the business entity identified on an Order Form or that registers for an account to receive the Services.

1.8 “Customer Data” means electronic data and information submitted to the Services by or on behalf of Customer or its End Users, excluding Usage Data and any Perspyre Property.

1.9 “Documentation” means user guides, help articles, knowledge-base materials, and similar informational materials that Perspyre makes generally available describing the then-current operation of the Services, as updated from time to time.

1.10 “End User” means an individual (for example, a client, member, participant, patient, student, or staff member of Customer) who accesses or uses the Services in connection with Customer’s account, other than an Authorized User acting in an administrative capacity.

1.11 “End User Terms” means the separate terms of service between Perspyre and End Users governing End Users’ access to the Services.

1.12 “Order Form” means an ordering document, online subscription flow, or in-product purchase confirmation entered into between Customer and Perspyre that references this Agreement and specifies the Services, fees, and Subscription Term.

1.13 “Payment Services” means any payment processing, payout, billing, or related money-movement functionality made available through the Services, whether provided by Perspyre or by one or more third-party payment processors.

1.14 “Perspyre Property” has the meaning given in Section 18.1.

1.15 “Services” means the multi-tenant, cloud-based software-as-a-service platform and related products made available by Perspyre, including the Platform’s web and mobile applications, AI Services, APIs, Payment Services, messaging functionality, and any modules, add-ons, or successor offerings ordered by Customer or made available to Customer, but excluding Third-Party Services.

1.16 “Subscription Term” means the initial term specified in the applicable Order Form and each renewal term, or, for subscriptions without a stated term, the period during which Customer maintains an active paid or free account.

1.17 “Third-Party Services” means products, services, applications, integrations, networks, or content provided by parties other than Perspyre, whether or not accessible through or interoperable with the Services, including payment processors, telecommunications carriers, hosting providers, AI model providers, and marketplace offerings.

1.18 “Usage Data” means data and information generated or derived by Perspyre in connection with the operation, delivery, support, security, or improvement of the Services, including telemetry, logs, performance data, and data derived from Customer Data in de-identified, anonymized, or aggregated form that does not identify Customer or any natural person.

2. ACCEPTANCE; MODIFICATIONS TO THIS AGREEMENT

2.1 Acceptance. Customer accepts this Agreement by executing an Order Form that references it, clicking to accept or agree where this Agreement is presented, or accessing or using the Services, whichever occurs first. The individual accepting on behalf of Customer represents that they have authority to bind Customer. If the individual lacks such authority, or if Customer does not agree to this Agreement, Customer must not access or use the Services.

2.2 Business Use Only. The Services are offered solely for business use by legal entities and individuals acting in a commercial capacity. Consumer protection laws applicable to consumer transactions do not apply to Customer’s use of the Services except to the extent they cannot be disclaimed.

2.3 Modifications. Perspyre may modify this Agreement from time to time. Perspyre will provide notice of material modifications by posting the updated Agreement, by in-product notice, or by email. Unless a longer period is required by applicable law, modifications take effect upon the earlier of (a) the start of Customer’s next Subscription Term renewal and (b) thirty (30) days after notice, except that modifications required for legal, regulatory, security, or processor-compliance reasons may take effect immediately upon notice. Customer’s continued use of the Services after the effective date constitutes acceptance. Modifications to Section 27 (Dispute Resolution; Arbitration) apply prospectively only.

3. ORDER FORMS

3.1 Ordering. Customer may purchase subscriptions and other Services by entering into Order Forms. Each Order Form is governed by this Agreement and becomes binding when executed by both parties or completed through Perspyre’s online ordering process.

3.2 Affiliates. A Customer Affiliate may enter into an Order Form referencing this Agreement, in which case that Affiliate is deemed “Customer” with respect to that Order Form and is solely responsible for its own obligations thereunder.

3.3 No Reliance on Future Functionality. Customer’s purchases are not contingent on the delivery of any future feature or functionality, and are not made in reliance on any oral or written statement regarding future features, roadmaps, or public comments made by or on behalf of Perspyre.

4. SUBSCRIPTION SERVICES

4.1 Access Right. Subject to this Agreement and payment of applicable fees, Perspyre grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Services identified in the applicable Order Form for Customer’s internal business purposes and to make the Services available to End Users in connection with Customer’s business.

4.2 Restrictions. Customer will not, and will not permit any Authorized User, End User, or third party to: (a) copy, modify, translate, or create derivative works of the Services; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, models, algorithms, or non-public APIs, except to the extent such restriction is prohibited by law; (c) rent, lease, sell, resell, sublicense, distribute, or otherwise make the Services available to third parties except to End Users as expressly permitted; (d) access the Services to build a competitive product or service, or to benchmark the Services for publication without Perspyre’s prior written consent; (e) circumvent or attempt to circumvent usage limits, rate limits, access controls, or security measures; (f) use the Services to store or transmit malicious code or infringing, unlawful, or tortious material; (g) interfere with or disrupt the integrity or performance of the Services or data contained therein; or (h) access the Services by any means other than interfaces provided or authorized by Perspyre.

4.3 Usage Limits. The Services may be subject to usage limits, caps, or quotas (including limits on active profiles, messages, AI queries, storage, API calls, and similar metrics) as specified in an Order Form, in-product, or in Perspyre’s published plan descriptions. Perspyre may throttle, meter, or charge for usage in excess of applicable limits, and may modify limits prospectively.

4.4 Changes to the Services. The Services are a multi-tenant offering that evolves over time. Perspyre may, at any time and in its sole discretion, modify, update, add, remove, replace, rename, reprice, bundle, unbundle, or discontinue any feature, functionality, module, or component of the Services, in whole or in part, with or without notice, provided that Perspyre will not materially reduce the core functionality of the paid Services purchased under a then-current Order Form without providing notice and, where Perspyre determines a material reduction has occurred, offering a commercially reasonable alternative or the remedy in Section 22.4. Except as stated in this Section 4.4, Perspyre has no liability arising from changes to the Services.

4.5 Documentation Informational Only. Documentation describes the current behavior of the Services for informational purposes only. Documentation does not create contractual obligations, warranties, service levels, or commitments of any kind, and is not incorporated into this Agreement unless expressly incorporated into an executed Order Form.

4.6 No Service Levels. Unless expressly set forth in an executed Order Form, Perspyre does not commit to any uptime, availability, support response, maintenance window, or other service level, and downtime, scheduled or unscheduled, does not give rise to any credit, refund, or liability.

5. ACCOUNT REGISTRATION

5.1 Registration. Customer must provide accurate, current, and complete registration and billing information and keep it updated. Perspyre may rely on the information provided and may decline, condition, or verify registration in its discretion.

5.2 Credentials. Customer is responsible for maintaining the confidentiality of all credentials associated with its account and for all activities occurring under its account, whether or not authorized by Customer, except to the extent caused by Perspyre’s breach of this Agreement. Customer will promptly notify Perspyre of any suspected unauthorized access or use.

5.3 Administrators. Customer’s administrators may have the ability to provision, manage, monitor, and deactivate Authorized User and End User access. Customer is responsible for all administrative actions taken through its account.

6. CUSTOMER RESPONSIBILITIES

6.1 Compliance. Customer is responsible for its and its Authorized Users’ and End Users’ use of the Services and compliance with this Agreement, the Acceptable Use Policy, and applicable law, including laws governing consumer protection, automatic renewal, electronic signatures, telemarketing and text messaging (including the Telephone Consumer Protection Act and analogous state laws), data protection, employment, taxation, and any laws or professional standards specific to Customer’s industry.

6.2 Consents and Notices. Customer is solely responsible for obtaining and maintaining all rights, consents, authorizations, and legally required notices necessary for (a) Perspyre to receive, host, and process Customer Data as contemplated by this Agreement, and (b) the sending of communications (including SMS, email, voice, and push notifications) to End Users and other recipients initiated by or on behalf of Customer through the Services. Customer, and not Perspyre, is the sender of communications it initiates or configures through the Services.

6.3 Customer’s Business. Customer, and not Perspyre, is solely responsible for the products, services, programs, instruction, advice, pricing, memberships, and contractual arrangements Customer offers to its End Users and clients, and for all obligations arising from Customer’s relationships with its End Users, including refunds, disputes, injuries, claims, and regulatory obligations.

6.4 Content Standards. Customer will ensure that Customer Data and its use of the Services do not infringe or misappropriate third-party rights or violate applicable law, and that Customer Data does not include categories of regulated data that the Services are not designed to process, including cardholder data outside processor-hosted fields, government-issued identification numbers, or protected health information subject to HIPAA, unless expressly agreed in an executed Order Form or addendum.

7. FEES

7.1 Fees. Customer will pay all fees specified in Order Forms and all applicable usage-based, transaction-based, per-message, overage, and add-on fees at Perspyre’s then-current rates. Except as expressly stated in this Agreement or required by law, all fees are non-cancelable and payment obligations are non-refundable.

7.2 Billing and Payment. Fees are billed in advance for subscription charges and in arrears for usage-based charges unless otherwise stated in an Order Form. Customer authorizes Perspyre and its payment processors to charge Customer’s designated payment method for all amounts due, including recurring charges, and to retry failed charges.

7.3 Fee Changes. Perspyre may change fees, introduce new fees, or change the pricing or packaging of the Services (a) for term subscriptions, effective upon renewal, and (b) for month-to-month or usage-based Services, upon at least thirty (30) days’ notice. Transaction and processing fees may also change as described in Section 8.

7.4 Late Payment; Delinquency. Overdue amounts may accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law. Perspyre may suspend the Services for accounts with overdue amounts in accordance with Section 21 and may recover reasonable costs of collection, including attorneys’ fees.

7.5 Free Tier and Promotional Plans. Perspyre may offer free, discounted, pilot, or promotional plans, which may be subject to additional terms, usage caps, transaction fees, and feature limitations, and which Perspyre may modify, limit, or withdraw at any time.

8. PAYMENT SERVICES

8.1 Payment Processors. Payment Services are provided through one or more third-party payment processors selected by Perspyre (which may include Stripe, Inc. and its affiliates, including through Stripe Connect). Customer’s use of Payment Services is subject to, and conditioned on Customer’s acceptance of and compliance with, the applicable processor’s agreements, including any connected account agreement and the processor’s services terms, each as updated by the processor from time to time. Perspyre may change, add, or replace payment processors at any time.

8.2 Connected Accounts; Onboarding. Perspyre may require Customer to establish and maintain a connected or sub-merchant account with a designated processor, to complete identity verification and underwriting, and to provide information required by the processor or by law (including anti-money-laundering and know-your-customer requirements). Perspyre and its processors may decline, condition, suspend, or terminate Payment Services for any account consistent with processor requirements, risk determinations, or applicable law.

8.3 Platform Fees. Perspyre may collect platform, application, transaction, or per-payment fees on transactions processed through the Payment Services (including via processor mechanisms such as application fees), at the rates disclosed in the applicable Order Form, plan description, or in-product disclosure. Perspyre may change such fees prospectively upon notice, which may be given in-product.

8.4 Reserves; Offsets; Chargebacks. Customer is responsible for all refunds, reversals, chargebacks, fines, penalties, and assessments arising from transactions processed through its account. Perspyre and its processors may, to the extent permitted by law: (a) establish, increase, or maintain reserves; (b) delay, suspend, or withhold payouts; (c) offset, deduct, or debit amounts owed (including negative balances, refunds, chargebacks, fees, and fines) from payouts, reserves, or Customer’s designated bank account or payment instrument; and (d) take any action required by a processor, card network, financial institution, or regulator.

8.5 Not a Bank. Perspyre is not a bank, money transmitter, money services business, or fiduciary, and does not hold funds for Customer except as may be transiently required by processing flows operated by its processors. Funds movement is performed by processors and financial institutions, and Perspyre has no liability for their acts, omissions, delays, or failures.

8.6 Modifications. Perspyre may modify, limit, suspend, or discontinue any Payment Services functionality at any time, including as required by processors, card networks, financial partners, or applicable law. Additional terms governing Payment Services may be set forth in a Payment Services Addendum, which is incorporated by reference where applicable.

9. TAXES

9.1 Customer’s fees are exclusive of taxes, levies, duties, and similar governmental assessments, including sales, use, value-added, GST, and withholding taxes (collectively, “Taxes”). Customer is responsible for all Taxes associated with its purchases, excluding taxes on Perspyre’s net income. If Perspyre is required to collect Taxes, Perspyre will invoice Customer and Customer will pay such Taxes unless Customer provides a valid exemption certificate. Customer is solely responsible for all Taxes arising from its own sales to its End Users and clients, including determining, collecting, reporting, and remitting such Taxes; any tax-related functionality in the Services is provided as a convenience only and does not constitute tax advice.

10. CUSTOMER DATA

10.1 Ownership. As between the parties, Customer owns Customer Data. Perspyre acquires no ownership interest in Customer Data under this Agreement.

10.2 License to Perspyre. Customer grants Perspyre and its subcontractors a worldwide, non-exclusive, royalty-free license, for the Subscription Term and any period during which Customer Data remains on Perspyre’s systems, to host, store, copy, back up, transmit, process, analyze, secure, display, index, cache, and modify (for technical purposes such as formatting, compression, and rendering) Customer Data, in each case as reasonably necessary to (a) provide, maintain, secure, support, and improve the Services; (b) prevent or address service, security, technical, or legal issues; and (c) comply with applicable law and valid legal process.

10.3 Usage Data; Aggregated Data. Perspyre owns Usage Data. Perspyre may generate, use, and disclose de-identified, anonymized, and aggregated data derived from Customer Data and use of the Services for any lawful business purpose, including analytics, benchmarking, product improvement, and the development and improvement of AI Services, provided such data does not identify Customer or any natural person and is not reasonably capable of re-identification.

10.4 Data Export. Perspyre may make export tools or formats available from time to time as described in the Documentation. The availability, scope, format, and method of any export functionality are not contractual commitments and may change. Customer is encouraged to export or back up Customer Data on an ongoing basis during the Subscription Term.

10.5 Retention and Deletion. Perspyre may retain, archive, anonymize, aggregate, or delete Customer Data in accordance with applicable law and Perspyre’s then-current published policies, including after termination as described in Section 23. Nothing in this Agreement obligates Perspyre to retain Customer Data for any specific period, except as required by applicable law or an executed Order Form.

10.6 Backups; No Guarantee. Perspyre performs backups designed to support platform recovery, not customer-specific restoration. Perspyre does not guarantee that Customer Data will not be lost, corrupted, or unavailable, and Customer is responsible for maintaining independent copies of Customer Data material to its business.

11. PRIVACY

11.1 Privacy Policy. Perspyre’s Privacy Policy describes Perspyre’s practices with respect to personal information. Perspyre processes personal information contained in Customer Data on behalf of Customer to provide the Services, and may process other personal information as an independent controller as described in the Privacy Policy.

11.2 Data Processing Addendum. To the extent required by applicable data protection law, the parties’ Data Processing Addendum (“DPA”) applies to Perspyre’s processing of personal information within Customer Data and is incorporated by reference. Customer is responsible for its own compliance obligations as a controller or business, including notice, consent, and data subject rights obligations to its End Users.

11.3 Subprocessors. Customer authorizes Perspyre to engage subprocessors (including hosting, communications, payment, and AI providers) in connection with the Services, subject to the DPA where applicable. Perspyre may change subprocessors from time to time.

12. CONFIDENTIALITY

12.1 Definition. “Confidential Information” means non-public information disclosed by one party (“Discloser”) to the other (“Recipient”) that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Perspyre’s Confidential Information includes the Services, pricing, roadmaps, and security information; Customer’s Confidential Information includes Customer Data. Confidential Information excludes information that (a) is or becomes publicly available without breach; (b) was known to Recipient without restriction before disclosure; (c) is independently developed without use of Discloser’s Confidential Information; or (d) is rightfully received from a third party without restriction.

12.2 Obligations. Recipient will (a) use Discloser’s Confidential Information only to exercise rights and perform obligations under this Agreement; (b) protect it using at least reasonable care; and (c) not disclose it except to employees, Affiliates, contractors, and advisors who need to know it and are bound by confidentiality obligations at least as protective as this Section. Recipient may disclose Confidential Information to the extent required by law or valid legal process, with reasonable prior notice to Discloser where legally permitted.

12.3 Duration. The obligations in this Section 12 apply during the Subscription Term and for three (3) years thereafter, except for trade secrets, which are protected for so long as they remain trade secrets under applicable law.

13. COMMUNICATIONS

13.1 Service Communications. Perspyre may send Customer and its Authorized Users service, security, billing, legal, and operational notices and messages, including by email, in-product notification, SMS, push notification, and telephone. Such communications are a condition of using the Services and are not marketing.

13.2 Marketing Communications. Marketing communications from Perspyre will comply with applicable law and will include opt-out mechanisms where required. Opting out of marketing does not affect service communications.

13.3 Electronic Notices. Customer consents to receive notices and disclosures electronically, and agrees that electronic notices satisfy any legal requirement that a communication be in writing.

14. AI SERVICES

14.1 Nature of AI Services. AI Services generate output using probabilistic models and may produce output that is inaccurate, incomplete, biased, offensive, or unsuitable for Customer’s purposes. Output may not be unique across users and may not reflect current information. Customer will evaluate all AI output for accuracy and appropriateness before relying on it, and will not use AI output as a substitute for professional advice (including legal, medical, financial, or safety advice) or as the sole basis for decisions with legal or similarly significant effects on individuals.

14.2 Providers; Changes. Perspyre may provide AI Services directly or through third-party model providers, and may add, change, or remove providers, models, features, and functionality at any time. Perspyre may impose usage limits and rate limits on AI Services, may meter and charge separately for AI usage, and may suspend or disable AI Services in whole or in part at any time.

14.3 Inputs and Logs. Perspyre may log, store, and review prompts, inputs, and outputs of AI Services for purposes of providing the Services, abuse prevention, safety, security, support, and compliance, and, in de-identified, anonymized, or aggregated form where permitted by applicable law, to develop and improve the Services and AI Services.

14.4 No Warranty. PERSPYRE MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WITH RESPECT TO AI SERVICES OR AI OUTPUT, INCLUDING AS TO ACCURACY, RELIABILITY, COMPLETENESS, OR FITNESS FOR ANY PURPOSE, AND HAS NO LIABILITY ARISING FROM OR RELATING TO AI SERVICES OR CUSTOMER’S USE OF OR RELIANCE ON AI OUTPUT.

15. APIs

15.1 API Access. Perspyre may make APIs available subject to this Agreement, the Documentation, and any additional API terms. API access may require credentials, which are Perspyre’s Confidential Information and may not be shared or embedded in publicly accessible code.

15.2 Reserved Rights. Perspyre may, at any time and without liability: (a) modify, version, deprecate, or remove any API or endpoint; (b) impose, change, or enforce rate limits, quotas, and technical restrictions; (c) revoke or rotate credentials; (d) charge separately for API access or usage tiers; and (e) suspend or disable any integration, application, or connection that Perspyre believes poses a security, performance, legal, compliance, or operational risk or violates this Agreement.

15.3 No Undocumented Access. Customer will access the Services programmatically only through documented APIs and authorized interfaces, and will not scrape, crawl, or extract data from the Services by other automated means.

16. BETA SERVICES

16.1 Beta Services may be made available for evaluation at Perspyre’s discretion. Beta Services are optional, are provided “AS IS” without warranties or support of any kind, may contain defects, may never become generally available, and may be changed, limited, disabled, replaced, or terminated by Perspyre at any time, with or without notice and without liability. Data submitted to Beta Services may be lost or unrecoverable. Perspyre has no obligation to provide Beta Services and no liability arising from or relating to Beta Services. Any use of Beta Services is at Customer’s sole risk.

17. THIRD-PARTY SERVICES

17.1 Generally. The Services may interoperate with, depend on, or enable access to Third-Party Services. Third-Party Services are governed solely by the terms and privacy policies of their providers. Perspyre does not control, endorse, warrant, or support Third-Party Services and is not responsible or liable for them, including their availability, security, accuracy, legality, or data practices, or for any disclosure, modification, or deletion of Customer Data by a Third-Party Service that Customer enables.

17.2 Vendor Changes. Perspyre may select, change, add, or replace its vendors, subcontractors, and infrastructure providers, including hosting providers, payment processors, AI model providers, and messaging and telecommunications providers, at any time and without Customer approval.

17.3 Marketplace. Perspyre may operate a marketplace or directory of integrations or offerings. Listing does not constitute endorsement, and transactions between Customer and third-party providers are solely between those parties.

18. INTELLECTUAL PROPERTY

18.1 Perspyre Property. Perspyre and its licensors own and retain all right, title, and interest, including all intellectual property rights, in and to the Services and all related technology and materials, including software, source code, object code, platform architecture, user interfaces, design, database structures and schemas, Documentation, AI Services and models (excluding third-party models owned by their providers), APIs, workflows, report formats, templates, trademarks, and all modifications, enhancements, derivative works, and future improvements to any of the foregoing, together with Usage Data and Feedback (collectively, “Perspyre Property”). No rights are granted to Customer except as expressly set forth in this Agreement, and all rights not expressly granted are reserved.

18.2 Customer Property. As between the parties, Customer owns Customer Data and its own trademarks and business materials. Customer grants Perspyre a limited license to use Customer’s name, trademarks, and logos as necessary to provide the Services (including any white-label configuration) and, unless Customer opts out in writing, to identify Customer as a customer in Perspyre’s marketing materials.

18.3 White-Label Configurations. Where the Services are provided under Customer’s branding, such branding does not transfer any ownership of Perspyre Property to Customer, and Perspyre’s ownership and reserved rights apply regardless of branding presentation.

19. FEEDBACK

19.1 If Customer or its Authorized Users or End Users provide Perspyre with suggestions, ideas, enhancement requests, or other feedback relating to the Services (“Feedback”), Perspyre may use, disclose, and exploit such Feedback without restriction or obligation of any kind, and Customer hereby assigns to Perspyre all right, title, and interest in and to Feedback to the extent assignable, and otherwise grants Perspyre a perpetual, irrevocable, worldwide, royalty-free license to use it for any purpose.

20. SECURITY

20.1 Perspyre Safeguards. Perspyre implements and maintains administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Data, appropriate to the nature of the data and the Services. Perspyre may modify its safeguards from time to time, provided that modifications do not materially reduce the overall security of the Services during a paid Subscription Term.

20.2 Customer Safeguards. Customer is responsible for securing its own systems, networks, devices, credentials, and account configurations, including access controls, permission settings, and integration configurations, and for the security consequences of its configurations and of Third-Party Services it enables.

20.3 Incident Notice. If Perspyre becomes aware of unauthorized access to Customer Data resulting in a breach of security of Perspyre’s systems, Perspyre will notify Customer without undue delay consistent with applicable law and the DPA, and will take commercially reasonable steps to mitigate. Perspyre’s notification of or response to a security incident is not an acknowledgment of fault or liability.

21. SUSPENSION

21.1 Suspension Rights. Perspyre may suspend, restrict, limit, throttle, or disable Customer’s account, any Authorized User or End User, or any portion of the Services (including AI Services, APIs, messaging, and Payment Services), immediately and with or without notice, if Perspyre determines in its sole discretion that: (a) amounts owed are overdue; (b) Customer’s use involves actual or suspected fraud, abuse, unlawful activity, or violation of this Agreement, the Acceptable Use Policy, or the End User Terms; (c) usage is excessive or degrades or threatens the security, integrity, stability, or performance of the Services or any other customer’s use; (d) suspension is required or advisable to comply with applicable law, legal process, sanctions, or the requirements of a payment processor, card network, financial institution, telecommunications carrier, app store, or other platform partner; (e) there is a security incident or vulnerability affecting Customer’s account; or (f) Customer’s use or conduct otherwise creates, or Perspyre reasonably believes it creates, legal, financial, technical, security, operational, or reputational risk to Perspyre, the Services, or any third party.

21.2 Effect. Perspyre will use commercially reasonable efforts to limit a suspension in scope and duration to what Perspyre determines is reasonably necessary and, where practicable and lawful, to provide notice. Fees continue to accrue during suspension, and Perspyre has no liability arising from any suspension taken in accordance with this Section 21.

22. TERMINATION

22.1 Term. This Agreement begins on the date of Customer’s acceptance and continues until all Subscription Terms have expired or been terminated.

22.2 Renewal. Unless otherwise stated in an Order Form, each Subscription Term automatically renews for successive periods equal to the then-expiring term (or one year, for initial terms of one year or longer) unless either party gives notice of non-renewal at least thirty (30) days before the end of the then-current term. Perspyre will provide any pre-renewal notices required by applicable law.

22.3 Termination for Cause. Either party may terminate this Agreement or any Order Form upon written notice if the other party (a) materially breaches this Agreement and fails to cure within thirty (30) days after notice (or ten (10) days for payment breaches), or (b) becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors that is not dismissed within sixty (60) days.

22.4 Termination for Discontinuation. If Perspyre discontinues the paid Services purchased under an Order Form in their entirety, or materially reduces their core functionality as described in Section 4.4, Customer’s exclusive remedy is to terminate the affected Order Form and receive a pro-rata refund of prepaid, unused subscription fees for the remainder of the then-current Subscription Term.

22.5 Termination by Perspyre. Perspyre may terminate this Agreement, any Order Form, or any free, trial, pilot, or promotional account for convenience upon thirty (30) days’ notice, and may terminate immediately in circumstances described in Section 21.1(b), (d), or (f) where Perspyre determines suspension is insufficient.

23. EFFECT OF TERMINATION

23.1 Upon expiration or termination: (a) Customer’s access rights and all licenses granted to Customer terminate; (b) Customer will pay all fees and other amounts accrued or payable through the effective date of termination, and, if Customer’s subscription is terminated by Perspyre for Customer’s uncured breach, all remaining fees for the then-current Subscription Term become immediately due; and (c) each party will return or destroy the other party’s Confidential Information upon request, except as retained under routine backup or legal-hold procedures.

23.2 Post-Termination Data Handling. For a period following termination as described in Perspyre’s then-current published policies (or as required by law), Perspyre may, but is not obligated to, make Customer Data available for export using then-available tools. Thereafter, Perspyre may delete, de-identify, anonymize, or archive Customer Data in accordance with Section 10.5, and Perspyre has no obligation or liability with respect to Customer Data following such handling.

23.3 Survival. Sections 1, 7 (with respect to accrued amounts), 9, 10.3, 10.5, 12, 14.4, 16, 17, 18, 19, 23, 24, 25, 26, 27, 28, 29, and 30 survive termination or expiration of this Agreement.

24. DISCLAIMERS

24.1 EXCEPT AS EXPRESSLY STATED IN AN EXECUTED ORDER FORM, THE SERVICES, DOCUMENTATION, AI SERVICES, APIS, BETA SERVICES, PAYMENT SERVICES, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS. PERSPYRE AND ITS LICENSORS, SUPPLIERS, AND PROVIDERS DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

24.2 WITHOUT LIMITING THE FOREGOING, PERSPYRE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; THAT DATA WILL NOT BE LOST, CORRUPTED, OR DELAYED; THAT AI OUTPUT WILL BE ACCURATE OR RELIABLE; OR THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR COMPLY WITH LAWS APPLICABLE TO CUSTOMER’S INDUSTRY OR BUSINESS. CUSTOMER IS SOLELY RESPONSIBLE FOR ITS COMPLIANCE OBLIGATIONS AND FOR THE RESULTS OBTAINED FROM USE OF THE SERVICES.

24.3 NO ADVICE. THE SERVICES AND ANY CONTENT OR OUTPUT (INCLUDING AI OUTPUT, REPORTS, AND TEMPLATES) DO NOT CONSTITUTE LEGAL, TAX, ACCOUNTING, MEDICAL, HEALTH, SAFETY, OR OTHER PROFESSIONAL ADVICE.

25. LIMITATION OF LIABILITY

25.1 EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL PERSPYRE OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, SUPPLIERS, OR PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUES, GOODWILL, BUSINESS, ANTICIPATED SAVINGS, OR DATA, OR FOR THE COST OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT PERSPYRE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

25.2 SPECIFIC EXCLUSIONS. WITHOUT LIMITING SECTION 25.1, PERSPYRE HAS NO LIABILITY ARISING OUT OF OR RELATING TO: (A) ANY UNAVAILABILITY, INTERRUPTION, DEGRADATION, OR DOWNTIME OF THE SERVICES; (B) ANY LOSS, CORRUPTION, ALTERATION, OR UNAVAILABILITY OF CUSTOMER DATA, OR ANY FAILURE TO EXPORT, MIGRATE, OR RETAIN DATA; (C) AI SERVICES OR ANY USE OF OR RELIANCE ON AI OUTPUT; (D) BETA SERVICES; (E) THIRD-PARTY SERVICES, PROCESSORS, CARRIERS, HOSTING PROVIDERS, OR OTHER VENDORS; (F) SUSPENSIONS OR TERMINATIONS TAKEN IN ACCORDANCE WITH THIS AGREEMENT; OR (G) CUSTOMER’S PRODUCTS, SERVICES, COMMUNICATIONS, OR RELATIONSHIPS WITH ITS END USERS.

25.3 CAP. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE, CUMULATIVE LIABILITY OF PERSPYRE AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, SUPPLIERS, AND PROVIDERS ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE SERVICES, UNDER ALL CLAIMS AND THEORIES COMBINED, WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO PERSPYRE FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY (OR, FOR FREE ACCOUNTS, ONE HUNDRED U.S. DOLLARS (US$100)). THE EXISTENCE OF MULTIPLE CLAIMS OR CLAIMANTS DOES NOT INCREASE THIS CAP.

25.4 BASIS OF THE BARGAIN. THE LIMITATIONS IN THIS SECTION 25 APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE, AND THE PARTIES ACKNOWLEDGE THAT PERSPYRE’S PRICING REFLECTS THIS ALLOCATION OF RISK. NOTHING IN THIS AGREEMENT LIMITS LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW, INCLUDING LIABILITY FOR FRAUD OR WILLFUL MISCONDUCT, OR LIMITS CUSTOMER’S PAYMENT OBLIGATIONS.

26. INDEMNIFICATION

26.1 By Customer. Customer will defend, indemnify, and hold harmless Perspyre, its Affiliates, and their respective officers, directors, employees, and agents from and against all claims, demands, suits, proceedings, damages, losses, liabilities, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Customer Data, including any claim that Customer Data infringes, misappropriates, or violates any third-party right or applicable law; (b) Customer’s products, services, programs, instruction, or advice, or Customer’s relationships, transactions, or disputes with its End Users, clients, or other third parties, including personal injury and consumer-protection claims; (c) communications initiated or configured by or on behalf of Customer through the Services, including claims under telemarketing, text-messaging, or anti-spam laws; (d) Customer’s breach of this Agreement, the Acceptable Use Policy, or applicable law; and (e) Customer’s taxes and payment obligations to third parties.

26.2 Procedure. Perspyre will give Customer prompt notice of any indemnified claim (provided that delayed notice relieves Customer only to the extent it is prejudiced), reasonable cooperation at Customer’s expense, and sole control of the defense and settlement, except that Customer may not settle any claim in a manner that imposes obligations or admissions on Perspyre without Perspyre’s prior written consent, and Perspyre may participate with counsel of its choosing at its own expense.

27. DISPUTE RESOLUTION; ARBITRATION

27.1 Informal Resolution. Before initiating any arbitration or permitted court proceeding, the initiating party must send the other party a written notice of dispute describing the claim, the facts, and the relief sought, and the parties must attempt in good faith to resolve the dispute, including through at least one individualized conference (by telephone or video), for sixty (60) days after receipt of the notice. Completion of this process is a condition precedent to initiating arbitration, and any applicable limitations periods are tolled during it.

27.2 Agreement to Arbitrate. Except as provided in Sections 27.5 and 27.6, any dispute, claim, or controversy arising out of or relating to this Agreement or the Services, including their formation, interpretation, breach, termination, enforceability, or scope (each, a “Dispute”), will be resolved exclusively by final and binding arbitration on an individual basis. This Section is governed by the Federal Arbitration Act. The arbitration will be administered by JAMS under its Comprehensive Arbitration Rules and Procedures (or, if JAMS is unavailable, by another national arbitration provider selected by agreement or by a court) before a single arbitrator with experience in commercial technology disputes. The seat of arbitration is Wilmington, Delaware, and hearings may be conducted remotely at either party’s election. The arbitrator will issue a reasoned written award, and judgment on the award may be entered in any court of competent jurisdiction. Except as necessary to confirm or enforce an award, or as required by law, the arbitration and the award are confidential. Fees and costs will be allocated as provided by the applicable rules and law; the arbitrator may award the fees and costs described in the applicable rules to the prevailing party where permitted.

27.3 Class Action and Jury Waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO PURSUE OR PARTICIPATE IN ANY CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTION, WHETHER IN ARBITRATION OR IN COURT, AND THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO RESOLVE THAT PARTY’S INDIVIDUAL CLAIM. EACH PARTY FURTHER WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING, WHETHER IN COURT OR ARBITRATION.

27.4 Mass Arbitration. If twenty-five (25) or more demands for arbitration raising similar claims are filed against Perspyre within a one-hundred-eighty (180) day period by or with the assistance or coordination of the same law firm, group of firms, or organization, the parties agree that: (a) the demands will be grouped into randomized batches of no more than twenty-five (25); (b) an initial set of batches will proceed as bellwether arbitrations to final award while the remaining demands are stayed and their filing fees deferred; (c) following the bellwether awards, the parties will participate in a global mediation; and (d) if the remaining demands are not resolved, they will proceed in successive batches. The arbitrator has no authority to consolidate demands across batches without both parties’ consent, and a court of competent jurisdiction may enforce this Section 27.4, including by enjoining mass filings that do not comply with it.

27.5 Small Claims Carveout. Either party may bring an individual claim in small claims court in a court of competent jurisdiction if the claim is within that court’s jurisdiction and proceeds on an individual basis.

27.6 Injunctive Relief for IP and Confidentiality. Notwithstanding anything to the contrary, Perspyre may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights, Confidential Information, or the security or integrity of the Services, without the requirement of posting a bond, and nothing in this Section 27 limits either party’s right to seek such relief in aid of arbitration.

27.7 Severability of Arbitration Terms. If the class action waiver in Section 27.3 is held unenforceable as to a particular claim, that claim (and only that claim) will proceed in court consistent with Section 29.7, and the remainder of this Section 27 will remain in effect. This Section 27 survives termination of this Agreement.

28. EXPORT CONTROLS; SANCTIONS; GOVERNMENT USE

28.1 Customer represents that neither it nor any of its beneficial owners is located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive sanctions, or identified on any applicable government restricted-party list. Customer will not, and will not permit any person to, access, use, export, re-export, or transfer the Services or related technology in violation of applicable export control and sanctions laws, including those of the United States. Perspyre may suspend or terminate access immediately to address sanctions or export-control risk.

28.2 The Services are commercial computer software and commercial computer software documentation. Any use by or on behalf of the U.S. Government is subject to the rights and restrictions set forth in this Agreement pursuant to FAR 12.212 and DFARS 227.7202, or successor provisions.

29. GENERAL PROVISIONS

29.1 Governing Law. This Agreement and all Disputes are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules, and, with respect to arbitrability, the Federal Arbitration Act. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

29.2 Venue. Subject to Section 27, the exclusive venue for any judicial proceeding is the state and federal courts located in Wilmington, Delaware, and each party consents to personal jurisdiction there.

29.3 Notices. Perspyre may give notice by email to the address associated with Customer’s account, by in-product notice, or by posting to Perspyre’s website, and such notice is effective when sent or posted. Customer must give legal notices to Perspyre in writing to the address in Section 31 (with a copy by email to Perspyre’s designated legal address), effective upon receipt.

29.4 Assignment. Customer may not assign or transfer this Agreement or any Order Form, in whole or in part, by operation of law or otherwise, without Perspyre’s prior written consent, and any attempted assignment in violation of this Section is void. Perspyre may assign this Agreement in whole or in part, including in connection with a merger, acquisition, financing, reorganization, or sale of assets, or to an Affiliate, without consent.

29.5 Force Majeure. Neither party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, epidemics, war, terrorism, civil unrest, labor disputes, governmental action, embargoes, utility or telecommunications failures, denial-of-service attacks, and failures of third-party providers.

29.6 Relationship; No Third-Party Beneficiaries. The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, or fiduciary relationship, and does not confer any rights on any third party except as expressly stated (including Perspyre’s payment processors and licensors to the extent stated herein).

29.7 Severability; Waiver. If any provision of this Agreement is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force. A party’s failure or delay in exercising any right is not a waiver of that or any other right.

29.8 Entire Agreement. This Agreement, together with the Order Forms and documents incorporated by reference, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, proposals, and representations, written or oral. No terms in any Customer purchase order, vendor form, or similar document will apply, even if signed or acknowledged, unless expressly agreed to in a document signed by Perspyre that references this Section.

29.9 Interpretation. Headings are for convenience only. “Including” means “including without limitation.” No presumption applies against the drafting party.

30. ORDER OF PRECEDENCE

30.1 In the event of a conflict among the documents comprising the Agreement, the following order of precedence applies, each item prevailing over those below it: (a) the applicable executed Order Form (including any negotiated addenda attached to it); (b) the Data Processing Addendum and Payment Services Addendum, each solely as to its subject matter; (c) this Master SaaS Agreement; (d) the Acceptable Use Policy, Privacy Policy, and other incorporated policies; and (e) the Documentation, which is informational only and does not create contractual obligations unless expressly incorporated into an executed Order Form.

31. CONTACT INFORMATION

31.1 The Services are provided by Perspyre Technologies, Inc., a Delaware corporation. Legal notices and inquiries regarding this Agreement should be directed to: Perspyre Technologies, Inc., Attn: Legal, 49 Clarendon St, Watertown, MA 02472, with a copy to contact@perspyre.com. General support inquiries: contact@perspyre.com.