MASTER SERVICE AGREEMENT

This Master Service Agreement (“Agreement”) is entered into as of February 24, 2025 by and between Hatty Tech LLC, DBA Hatty AI (“Provider,” “we,” or “us”), based in Guadalupe County, Texas, and the customer (“Customer” or “you”). This Agreement governs the provision of products and services set forth in the attached Product and Service Schedule (the “Services”), which may include one‑time projects (e.g., website design) and recurring services (e.g., hosting, security monitoring, subscription‑based email management).

1. Definitions

• “Agreement” means this Master Service Agreement, including any schedules, addenda, or attachments hereto.
• “Services” means the products and services provided by Provider as set forth in the attached schedule and/or as ordered by Customer, including but not limited to web design, hosting, security solutions, email management, AI sales tools, compliance automation, and related digital services.
• “Recurring Services” means subscription‑based or periodical services that require ongoing payments.
• “Non‑Recurring Services” means one‑time projects or products for which a single fee is charged.
• “Customer Data” means any information or data provided by Customer in connection with the Services.
• “PII” means Personally Identifiable Information.

2. Services

2.1 Scope of Services

Provider agrees to deliver the Services in accordance with the descriptions and pricing set forth in the Product and Service Schedule. These may include, without limitation:

• Web Design & Development: Custom website design (including informational and eCommerce sites).
• Hosting Services: Managed, standard, and scalable website hosting solutions.
• Security & Compliance: Website security, cybersecurity protection, and compliance automation (e.g., NIST 800‑171, DFARS, CMMC).
• Email Solutions: Business email solutions and email management services.
• AI‑Powered Solutions: Tools such as the Hatty AI Sales Agent for automating customer engagement and sales.

2.2 Service Modifications

Any modification, enhancement, or additional service not expressly covered herein shall be documented in writing and mutually agreed upon.

3. Term and Termination

3.1 Term

This Agreement shall commence on the Effective Date and continue until terminated in accordance with Section 3.2 or until all Services have been performed.

3.2 Termination

Either party may terminate this Agreement as follows:

• For Convenience: By providing thirty (30) days’ written notice.
• For Cause: Immediately upon written notice if the other party breaches any material term and fails to cure such breach within fifteen (15) days.
• Failure to Pay: Provider reserves the right to immediately suspend or terminate Services if Customer fails to pay any fees when due, after providing written notice and a reasonable cure period.
• Recurring Services: Termination of a subscription service shall cease any future recurring billing, subject to any applicable cancellation fees as outlined in these Terms.

4. Fees and Payment

4.1 Payment Terms

• Recurring Services: Fees will be billed in advance on a monthly or annual basis, as applicable.
• Non‑Recurring Services: One‑time fees shall be payable per the invoice provided.
• All fees are exclusive of taxes, which are the Customer’s responsibility.

4.2 Late Payment

Late payments may incur interest at a rate of 1.5% per month (or the maximum rate permitted by law) until paid.

5. Customer Responsibilities – Data, Compliance, and Content

5.1 Data and Compliance

• PII & Regulatory Compliance: Customer is solely responsible for ensuring that all PII and other sensitive or regulated data provided to or hosted via the Services complies with all applicable laws and regulations. Customer must promptly inform Provider of any such compliance requirements or regulatory changes.
• Additional Compliance Services: If Customer requires assistance to achieve or maintain compliance (including with PII-related requirements), Provider may offer additional services for a separate fee. Provider is not responsible for or liable to Customer for any failure on Customer’s part to meet applicable compliance standards.

5.2 Content Responsibility

• Hosted Content: Customer is solely responsible for all content (including website content, uploaded data, and hosted material) provided through or accessible via the Services.
• Limitation on Liability: Provider shall not be responsible or liable for any content published, posted, or otherwise made available by Customer. Customer agrees to indemnify and hold Provider harmless from any claims arising out of Customer’s content.

5.3 Customer Data

Customer shall ensure that any data supplied is accurate, lawful, and complete. Provider’s use of Customer Data is limited to delivering the Services.

6. Confidentiality

Each party agrees to maintain the confidentiality of all non-public information received under this Agreement and not to disclose it to any third party except as required by law.

7. Intellectual Property

• Pre‑Existing Materials: Each party retains ownership of its intellectual property that existed prior to this Agreement.
• Work Product: Except for pre‑existing materials, all work product created by Provider under this Agreement shall become Customer’s property upon full payment, subject to any limited licenses retained by Provider for its proprietary technology.

8. Warranties and Disclaimers

Provider warrants that the Services will be performed in a professional and workmanlike manner. EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED “AS IS,” AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. PROVIDER’S TOTAL LIABILITY SHALL NOT EXCEED THE FEES PAID BY CUSTOMER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM. CUSTOMER ACKNOWLEDGES THAT PROVIDER IS NOT RESPONSIBLE FOR CONTENT PUBLISHED OR HOSTED BY CUSTOMER.

10. Indemnification

Customer agrees to indemnify, defend, and hold harmless Provider from any claims arising out of Customer’s misuse of the Services, any failure to comply with applicable laws (including data privacy or PII requirements), or any content provided by Customer.

11. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. Any disputes, controversies, or claims arising out of or relating to this Agreement shall be resolved exclusively by binding arbitration conducted in Guadalupe County, Texas, in accordance with the rules of the American Arbitration Association (or a similar recognized arbitration body). The arbitrator’s award shall be final and binding, and judgment may be entered in any court having jurisdiction.

12. Miscellaneous

• Entire Agreement: This Agreement, including any attachments, constitutes the entire agreement between the parties.
• Amendments and Living Document: Provider retains the right to update, modify, or amend this Agreement at any time, at its sole discretion, without prior notice to Customer. Customer’s continued use of the Services shall constitute acceptance of any such changes.
• Severability: If any provision is deemed unenforceable, the remaining provisions shall continue in full force.
• Assignment: Neither party may assign this Agreement without the other party’s prior written consent.

TERMS AND CONDITIONS

These Terms and Conditions (“Terms”) govern Customer’s purchase, access, and use of Hatty AI products and services (the “Products”). By ordering any Product from Hatty AI, Customer agrees to be bound by these Terms, which are incorporated herein by reference into the Master Service Agreement.

1. Order and Acceptance

1.1 Order Process: Orders for Products and Services may be placed online or via any other method specified by Provider. Acceptance of an order is subject to Provider’s confirmation.

1.2 Subscription vs. One‑Time Purchase:

• Recurring (Subscription) Products: Payment will recur at the interval specified (e.g., monthly or annually) until cancelled.
• Non‑Recurring Products: Payment is due upon purchase; no subsequent billing will occur.

2. Pricing, Billing, and Taxes

2.1 Pricing: Prices for Products are as displayed at the time of purchase. Provider reserves the right to change pricing for future orders.

2.2 Billing: Payment must be received in full before Services are rendered. For subscription services, renewals occur automatically unless cancelled per the cancellation policy.

2.3 Taxes: All fees are exclusive of any taxes, which shall be billed separately where applicable.

3. Cancellation, Refunds, and Renewal

3.1 Cancellation:

• Subscription-based services may be cancelled in writing or via your account dashboard; cancellation takes effect at the end of the current billing period.
• Non‑recurring service fees are non‑refundable unless expressly provided otherwise.
• Provider may immediately terminate Services for non‑payment.

3.2 Renewal: Recurring subscriptions renew automatically. Provider will notify Customer at least fourteen (14) days prior to renewal.

4. Use of Products and Service Restrictions

4.1 License: For any software or digital products, Provider grants a non‑exclusive, non‑transferable license for internal business use only.

4.2 Prohibited Uses: Customer shall not use the Products for any unlawful purposes or in violation of any applicable regulations.

5. Data, PII, and Compliance Responsibilities

5.1 Customer Data and PII: Customer is solely responsible for the accuracy and legality of any data, including PII, provided to or hosted via the Products.
5.2 Compliance: It is Customer’s responsibility to ensure that all data and operations comply with applicable laws and regulations. Should additional services be required to meet compliance needs, these will be offered at Provider’s standard rates. 5.3 Privacy: Provider’s Privacy Policy, available on our website, forms part of these Terms.

6. Support and Maintenance

Provider will offer support and maintenance services as described in the Product descriptions. Additional support may be provided under separate terms or service level agreements (SLAs).

7. Changes to Terms

Provider reserves the right to modify these Terms at any time and without prior notice. Continued use of the Products after any changes become effective constitutes acceptance of the new Terms.

8. Notices

Any notices under these Terms shall be provided via email or in writing to the contact information specified by each party.

By placing an order or using our services, you acknowledge that you have read, understood, and agree to be bound by the above Master Service Agreement and Terms and Conditions, including the right of Provider to update these documents at its sole discretion without prior notice.