MASTER SERVICES AGREEMENT

Confidentiality, Services & Onboarding

EASY AIZ LLC

This Master Services Agreement (this “Agreement”) is entered into as of ______________________ (the “Effective Date”), by and between:

EASY AIZ LLC, a Wyoming limited liability company, with its U.S. mailing address at 28 Geary St STE 650 Suite #352, San Francisco, California 94108, United States (the “Company”); and

_____________________________________________, with its principal place of business at __________________________________________________ (the “Client”).

The Company and the Client are each a “Party” and together the “Parties.”

A. Structure of this Agreement. Part I (Confidentiality) applies from the Effective Date and protects all discussions and disclosures between the Parties, whether or not any engagement proceeds. Part II (Services Engagement) applies upon the Client’s acceptance of a proposal or statement of work (each, an “SOW”) and payment of the applicable fees (the “Engagement Date”). Part III (General) applies at all times.

PART I — CONFIDENTIALITY

1. DEFINITION OF CONFIDENTIAL INFORMATION

1.1 “Confidential Information” means any non-public information disclosed by either Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), in any form, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

1.2 Company Confidential Information. With respect to the Company, Confidential Information includes, without limitation and without need for marking: source code, object code, software architecture, algorithms, artificial-intelligence models, prompts, training data and methods, automation workflows, development frameworks, tools, templates, and libraries; technical documentation; product roadmaps; development methodologies, processes, and know-how; pricing, rates, discounts, and commercial terms; business strategies and financial information; the identities of, and information concerning, the Company’s employees, contractors, suppliers, and other clients; and any work product, proposals, or materials prepared by the Company. Company Confidential Information of a technical nature shall be presumed to constitute trade secrets of the Company to the maximum extent permitted by applicable law.

1.3 Client Confidential Information. With respect to the Client, Confidential Information includes non-public business information, customer data, and technical materials disclosed by the Client to the Company that are identified as confidential at the time of disclosure or that a reasonable person would understand to be confidential.

1.4 Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate by written records: (a) was publicly available at the time of disclosure, or becomes publicly available thereafter through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party, free of any confidentiality obligation, prior to disclosure; (c) was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or (d) was rightfully received from a third party without restriction and without breach of any obligation of confidentiality.

2. CONFIDENTIALITY OBLIGATIONS

2.1 Confidentiality Obligations

The Receiving Party shall: (a) hold the Disclosing Party’s Confidential Information in strict confidence; (b) use it solely for evaluating or performing the business relationship between the Parties (the “Purpose”) and for no other purpose; (c) not disclose it to any third party without the Disclosing Party’s prior written consent; and (d) protect it using at least a reasonable degree of care.

2.2 Representatives

The Receiving Party may disclose Confidential Information only to its employees, contractors, and professional advisors who have a strict need to know for the Purpose and are bound by written confidentiality obligations at least as protective as this Agreement. The Receiving Party remains fully liable for its representatives’ acts and omissions.

2.3 Notice of Breach

The Receiving Party shall notify the Disclosing Party in writing within seventy-two (72) hours of discovering any unauthorized use or disclosure, and shall cooperate fully to mitigate its effects.

2.4 Compelled Disclosure

If legally compelled to disclose Confidential Information, the Receiving Party shall, to the extent legally permitted, give the Disclosing Party prompt prior written notice so it may seek protective relief, and shall disclose only what is legally required.

2.5 Duration

Confidentiality obligations survive as follows:

(a) Client Confidential Information (including business data, customer information, credentials, and non-technical materials disclosed by the Client) shall remain confidential for a period of twelve (12) months following the later of the Effective Date or termination of the engagement.

(b) Company Confidential Information and Trade Secrets (including without limitation source code, software architecture, AI models, prompts, automation systems, workflows, frameworks, methodologies, and proprietary know-how) shall remain confidential for a period of three (3) years, and for trade secrets shall continue for so long as such information remains a trade secret under applicable law.

2.6 Return or Destruction

Upon the Disclosing Party’s written request, the Receiving Party shall promptly return or securely destroy all Confidential Information and certify destruction in writing within ten (10) business days, except one archival copy retained solely as required by law, which shall remain subject to this Agreement.

PART II — SERVICES ENGAGEMENT

The provisions of this Part II apply from the Engagement Date.

3. SERVICES; SCOPE; PERSONNEL; COMMUNICATIONS

3.1 Services. The Company shall provide the services described in the SOW accepted by the Client (the “Services”), attached or incorporated by reference as Exhibit A. The Company has sole control over the manner, means, methods, personnel, tools, and scheduling by which the Services are performed.

3.2 Change Orders. Work outside the SOW requires a written change order signed by an authorized Company representative and may be subject to additional fees. The Company is under no obligation to perform out-of-scope work.

3.3 Third-Party Platforms. The Services may involve third-party software, platforms, APIs, or tools (including without limitation CRM, automation, AI, hosting, and messaging platforms). The Company does not own or control such platforms and has no responsibility or liability for their availability, performance, pricing, policy changes, data practices, compatibility, or discontinuation. The Client is solely responsible for its own accounts, subscriptions, and compliance with third-party terms. Any remediation, rebuilding, migration, reauthorization, or reconfiguration required because of a third-party platform change, API update, outage, pricing change, permission change, account suspension, deprecation, or discontinuation is outside the original scope unless the SOW expressly states otherwise.

3.4 Personnel; Subcontractors. The Company may perform the Services using employees and subcontractors bound by appropriate confidentiality obligations, and may replace assigned personnel at its discretion. No specific individual is guaranteed unless the SOW expressly states otherwise. The Client shall not direct or instruct individual Company team members outside approved communication channels. Only designated Company representatives may approve changes to scope, fees, timelines, ownership, or refunds; statements made by individual developers, contractors, or staff do not amend this Agreement or any SOW.

3.5 Communication and Approval Rules. Email, the designated project-management platform, and signed electronic documents are the authorized communication channels. Verbal statements, meetings, calls, chat messages, and informal discussions do not modify scope, fees, deadlines, ownership, or contractual obligations unless confirmed in writing by an authorized Company representative.

4. CLIENT RESPONSIBILITIES; AUTHORIZATIONS

4.1 Cooperation; Delays. The Client shall provide in a timely manner all access, credentials, materials, approvals, and feedback reasonably required for performance. Any delay or failure by the Client automatically extends all affected timelines and delivery dates and does not constitute a breach by the Company.

4.2 Lawful Use; Client Warranties. The Client represents and warrants that: (a) it has full legal authority to provide all data, materials, and credentials it supplies; (b) its marketing lists and communications have all required consents; (c) its instructions and intended use of the deliverables comply with applicable anti-spam, privacy, consumer-protection, employment, healthcare, and industry rules; and (d) it will not use the Services or deliverables for fraud, deception, harassment, discrimination, scraping violations, or unlawful messaging. The Company may refuse, suspend, or stop any work that it reasonably believes creates legal, security, or reputational risk.

4.3 Backups. Before the Company accesses or modifies any system, the Client is solely responsible for maintaining complete and current backups of its data, configurations, records, and systems. The Company is not responsible for restoring data that the Client failed to back up unless backup services are expressly included in the SOW.

4.4 Testing and Approval. The Client is responsible for reviewing test results, validating business rules, confirming data accuracy, and approving deployment. The Company may rely on approvals and instructions from the Client’s designated representative.

4.5 Reliance on Client Instructions. The Company may rely on information, rules, calculations, approvals, and instructions supplied by the Client without independently verifying their accuracy or legality. The Company is not liable for outcomes caused by inaccurate, incomplete, contradictory, or unlawful Client instructions.

4.6 Data and Credential Authorization. The Client expressly authorizes the Company and its assigned personnel to: access the accounts identified in the SOW or onboarding form; view and process necessary data; create, modify, test, and deactivate workflows; generate test records; use sandbox or live environments as approved; and connect approved third-party applications — in each case solely for providing the Services. The Client is responsible for identifying the relevant accounts and any access restrictions in writing.

5. FEES; PAYMENT PROTECTION

5.1 Fees Earned; Non-Refundable. Fees for each engagement are as set forth in the accepted SOW. Fees become earned and non-refundable when the Company reserves resources, begins onboarding, performs discovery, creates architecture, configures systems, develops deliverables, or incurs third-party costs, except as otherwise required by applicable law.

5.2 Cleared Payment; No Set-Off. No work commences before cleared payment of the applicable fees. The Client may not withhold or set off payment on account of any unrelated dispute. Any dispute regarding an invoice must be raised in writing within five (5) business days of the invoice date, failing which the invoice is deemed accepted.

5.3 Overdue Amounts; Suspension. If any amount remains unpaid more than seven (7) days after the due date, the Company may suspend Services until payment is received, with timelines extended accordingly. The Client bears all costs of collection and recovery, including reasonable attorneys’ fees. The Client remains liable for work performed and resources committed. Payment instructions are set forth in Exhibit B.

5.4 Chargebacks. The Client agrees to contact the Company and follow the dispute-resolution procedure under this Agreement before initiating any payment dispute or chargeback. A chargeback initiated after Services have commenced, without a good-faith contractual basis, constitutes a material breach of this Agreement. The Client remains responsible for the original amount, chargeback fees, collection costs, and reasonable attorneys’ fees. Nothing in this Section limits the Client’s legitimate legal rights.

5.5 Taxes. All fees are exclusive of taxes. If any withholding or similar tax applies to a payment, the Client shall gross up the payment so that the Company receives the full invoiced amount.

6. DELIVERY; ACCEPTANCE; POST-DELIVERY OBLIGATIONS

6.1 Deemed Acceptance. Deliverables are deemed accepted unless the Client provides written notice describing a material failure to meet the agreed SOW within fourteen (14) business days after delivery. General dissatisfaction, new preferences, additional requests, or third-party platform limitations do not constitute rejection.

6.2 Defects. A “Defect” means a reproducible failure of a deliverable to materially perform a function expressly stated in the applicable SOW, as the deliverable existed at the time of delivery. Changes in Client requirements, source data, account settings, third-party platforms, APIs, permissions, subscriptions, business processes, or applicable laws are not Defects and may require additional fees. For genuine Defects reported within the acceptance window, the Company will use commercially reasonable efforts to correct the Defect as the Client’s sole and exclusive remedy.

6.3 Deployment Risk. The Client acknowledges that changes to live systems, integrations, APIs, workflows, and databases may temporarily interrupt operations or produce unexpected results. Where reasonably practical, the Company will use testing procedures, but the Client accepts the inherent risks of implementation and deployment.

6.4 No Ongoing Monitoring. Unless the applicable SOW includes a paid monitoring or maintenance service, the Company has no obligation after delivery to monitor workflows, identify failures, maintain account connections, renew credentials, investigate third-party changes, or confirm continued operation.

7. PROJECT ABANDONMENT

If the Client fails to provide required access, information, approvals, or feedback for fourteen (14) consecutive days, the Company may pause the project. If the inactivity continues for thirty (30) days, the Company may close the engagement, retain all amounts paid, invoice any outstanding amounts for work performed and resources committed, and require a reactivation fee before resuming work. Upon any pause or closure under this Section, all previously stated delivery dates no longer apply.

8. INTELLECTUAL PROPERTY

8.1 Company Ownership. The Company is and remains the sole and exclusive owner of: (a) all software, code, tools, libraries, frameworks, templates, models, prompts, workflows, processes, methodologies, and know-how owned or developed by the Company prior to or independently of the engagement (“Company Pre-Existing IP”); (b) all generalized knowledge, techniques, and reusable components developed or refined in performing the Services; and (c) all modifications and derivatives of the foregoing, regardless of whether incorporated into any deliverable.

8.2 License to Client. Subject to full payment of all fees due and the Client’s continued compliance with this Agreement, the Company grants the Client a non-exclusive, non-transferable, non-sublicensable, royalty-free license to use the deliverables specified in the SOW solely for the Client’s internal business purposes. No ownership of intellectual property transfers to the Client except by a separate written assignment signed by the Company.

8.3 No Reverse Engineering. The Client shall not, and shall not permit any third party to, reverse engineer, disassemble, decompile, decode, copy, or otherwise attempt to derive the source code, structure, algorithms, models, prompts, or know-how underlying any technology provided by the Company, except to the extent such restriction is expressly prohibited by applicable law.

8.4 Portfolio Rights. The Company may identify the Client as a client and describe the general nature of the Services in its portfolio and marketing materials. The Company will not disclose login credentials, confidential technical details, customer data, or commercially sensitive results. The Client may opt out of portfolio use at any time by providing written notice to the Company, and the SOW may expressly disable portfolio use for white-label engagements. An opt-out applies prospectively from receipt of notice.

9. NON-SOLICITATION; RECRUITMENT FEE

9.1 During the term of this Agreement and for twenty-four (24) months thereafter, the Client shall not, directly or indirectly (including through another company, agency, or recruiter), solicit, hire, or engage any employee or independent contractor of the Company who worked on, or was introduced to the Client in connection with, the Services (each, a “Restricted Person”), without the Company’s prior written consent. The Parties acknowledge this restriction is necessary to protect the Company’s trade secrets, Confidential Information, and workforce investment. A general employment advertisement not targeted at the Company’s personnel shall not by itself constitute a breach, provided no Restricted Person is hired during the restricted period.

9.2 Recruitment Fee. If the Client hires or engages a Restricted Person in breach of this Section, the Client shall pay the Company a recruitment and replacement fee equal to twelve (12) months of that person’s most recent compensation from the Company, as a reasonable estimate of recruitment, training, replacement, and business-disruption costs, and not as a penalty.

10. DISCLAIMER OF WARRANTIES

THE SERVICES AND DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW. THE COMPANY DOES NOT GUARANTEE ANY PARTICULAR BUSINESS OUTCOME, REVENUE, LEADS, CONVERSIONS, SAVINGS, OR RESULT, AND DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION OF ANY SYSTEM DEPENDENT ON THIRD-PARTY PLATFORMS. THE COMPANY IS NOT AN INSURER OF THE CLIENT’S BUSINESS, SYSTEMS, DATA, THIRD-PARTY PLATFORMS, EMPLOYEES, MARKETING COMPLIANCE, REVENUE, OR FUTURE PLATFORM CHANGES.

11. LIMITATION OF LIABILITY; INDEMNIFICATION

11.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY THEREOF.

11.2 THE COMPANY’S TOTAL AGGREGATE LIABILITY ARISING FROM AN INDIVIDUAL SOW SHALL NOT EXCEED THE LESSER OF: (A) THE FEES ACTUALLY PAID TO THE COMPANY UNDER THAT SOW; OR (B) THE FEES PAID DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.3 Indemnification by Client. The Client shall defend, indemnify, and hold harmless the Company and its members, officers, employees, contractors, and agents from all liabilities, losses, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of: (a) data, materials, credentials, or instructions provided by the Client; (b) the Client’s use or misuse of the deliverables or Services; (c) the Client’s business operations, products, or services; or (d) any breach by the Client of this Agreement.

12. TERM AND TERMINATION

12.1 This Agreement commences on the Effective Date. Part I applies whether or not an engagement proceeds. Each engagement continues until completion of the Services unless earlier terminated under this Section or Section 7.

12.2 Termination by the Company. The Company may suspend or terminate an engagement immediately upon written notice if the Client: (a) breaches this Agreement or fails to pay any amount when due; (b) fails to provide required access or cooperation as described in Section 7; (c) threatens, abuses, or harasses Company personnel; (d) requests illegal or unethical work; (e) misrepresents the Company or publishes its Confidential Information; (f) creates a security risk, engages in fraud, or attempts to bypass payment; or (g) damages the Company’s reputation through knowingly false statements. Nothing in clause (g) prohibits genuine reviews or legally protected complaints.

12.3 Termination by the Client. The Client may terminate an engagement upon thirty (30) days’ prior written notice. Fees already earned under Section 5.1 remain non-refundable, and fees for work performed and resources committed through the termination date remain due.

12.4 Survival. Part I, Sections 5, 6.4, 8 through 11, and Part III survive any termination or expiration of this Agreement.

13. FORCE MAJEURE

The Company is not liable for any delay or failure to perform caused by events beyond its reasonable control, including internet or hosting outages, power failures, third-party platform outages or API restrictions, government action, war, terrorism, civil unrest, natural disasters, epidemics, illness or labor interruption, and banking or payment-processing disruptions. Timelines extend by the duration of the event plus a reasonable remobilization period.

PART III — GENERAL

14. INJUNCTIVE RELIEF; REMEDIES

Each Party acknowledges that breach of Part I, or of Sections 8 or 9, may cause the non-breaching Party irreparable harm for which monetary damages would be inadequate. The non-breaching Party shall be entitled to seek immediate injunctive relief, specific performance, and other equitable remedies, without posting bond or proving actual damages, in addition to all other remedies. In any action to enforce this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees and costs.

15. GENERAL PROVISIONS

15.1 Independent Contractor. The Company is an independent contractor. Nothing herein creates any partnership, joint venture, agency, or employment relationship.

15.2 Governing Law; Arbitration; Venue. This Agreement is governed by the laws of the State of Wyoming, without regard to conflict-of-laws principles. Any dispute arising out of or relating to this Agreement shall be resolved exclusively by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, conducted in English by videoconference, and judgment on the award may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, either Party may seek injunctive or other equitable relief under Section 14 in a court of competent jurisdiction without first arbitrating. For any dispute not subject to arbitration, the Parties irrevocably submit to the exclusive jurisdiction and venue of the state and federal courts located in Laramie County, Wyoming, and waive any objection to such venue.

15.3 Severability. If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to be enforceable or, failing that, severed, and the remainder shall continue in full force and effect.

15.4 Assignment. The Client may not assign this Agreement without the Company’s prior written consent. The Company may assign this Agreement in connection with a merger, reorganization, or sale of all or substantially all of its assets.

15.5 Notices. Notices must be in writing, delivered by personal delivery, certified mail, nationally recognized courier, or email with confirmation of receipt, to the addresses set forth above or as updated in writing.

15.6 No Warranty of Disclosure; No Obligation. Confidential Information is provided “AS IS.” Nothing in this Agreement obligates either Party to disclose information or to proceed with any engagement.

15.7 Entire Agreement; Amendment; Waiver. This Agreement, with its Exhibits and each accepted SOW, is the entire agreement of the Parties on its subject matter and supersedes all prior understandings, including any separate non-disclosure agreement between the Parties, which is merged into Part I hereof. Amendments require a writing signed by both Parties. No failure or delay in exercising any right is a waiver.

15.8 Execution; Single Signature; Electronic Signatures. This Agreement may be executed in counterparts. Electronic signatures (including e-signature platforms) are deemed originals for all purposes. The Company’s preparation and delivery of this Agreement constitutes the Company’s offer and acceptance of its terms, and no countersignature by the Company is required: this Agreement becomes effective and binding on both Parties upon the Client’s signature (or upon the Client’s payment as described in the applicable offer, whichever occurs first).

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

EXHIBIT A — SCOPE OF SERVICES

The Services consist of the scope described in the proposal or SOW accepted by the Client, attached to or delivered with this Agreement, identified as:

Proposal / SOW reference: __________________________________________________

Date of proposal: ______________________________

Authorized accounts and systems (per Section 4.6): ________________________________

Deliverables, timelines, and assumptions stated in the referenced proposal are incorporated herein. Items not expressly listed are out of scope and subject to Section 3.2 (Change Orders). If no proposal has yet been accepted, Part II of this Agreement does not yet apply and Part I governs the Parties’ discussions.

EXHIBIT B — PAYMENT INSTRUCTIONS

Invoices may be paid by either of the following methods:

1. Stripe Payment Link. Via the secure Stripe payment link provided with the offer or invoice (card or ACH debit), payable to EASY AIZ LLC. Payment through the link constitutes acceptance of this Agreement as described in the offer.

2. Bank Transfer (USD). To the following account:

Bank Name: 

Bank Address: 

Account Holder: 

Account Type:

Account Number: 

Routing Number (ACH & Wire): 

SWIFT/BIC (International): 

Reference / Memo: 

The Client is responsible for any transfer fees charged by its bank. Payment is deemed received when funds clear in the Company’s account.