MasterServices Agreement

1.             INTRODUCTION

This Master Services Agreement (the “MSA”), includingany applicable Work Order(s) referencing this MSA (collectively, the“Agreement”) is between you (“Client”) and Oxrow.ai, Inc. (“Oxrow”). In theevent of a conflict between this MSA and a Work Order, the terms of the WorkOrder shall govern. Except when defined in the applicable Work Order,capitalized terms are defined in the context in which they are used.

2.             SERVICES; LICENSE

a.             Either party mayrequest a change to a Work Order via written or oral notice to the other party(“Change Request”) setting forth the requested modifications and the reason for suchrequest. The parties shall promptly discuss the necessity, desirability and/oracceptability of the Change Request. Any agreement to change the fees and/orscope of the Services shall be reflected in writing via a new Work Order, anamendment to an existing Work Order, a mutually agreed upon service ticket, ormutual signature of the proposed Change Request.

b.             Software License.Oxrow grants Client a limited, personal, nonexclusive, nontransferable, andnon-assignable license (the “License”) to use Oxrow Software, a cloud-based data aggregation service accessed via web-browser (the“Software”), solely for Client’s use andonly in connection with Client’s business as identified in the Work Order.  Use of the Software outside of Client’sbusiness, or by any users who are not Client’s employees or independentcontractors working for Client, requires specific written permission fromOxrow. Client agrees that each of its end users are bound to the Agreement andthat Client shall be fully responsible for any acts or omissions of each suchend user.

c.             SoftwareOwnership and Third-Party Integrations.As between Client and Oxrow, all patents, copyrights, trademarks, trade secretsand other intellectual property and proprietary rights in or related to theSoftware are and will remain the exclusive property of Oxrow. Client will nottake any action that jeopardizes Oxrow’ proprietary rights. Client shall not,and shall not permit any third party to, translate, reverse engineer,decompile, recompile, update, or modify all or any part of the Software ormerge the Software into any other Software through current or future availabletechnologies. Oxrow will own all rights in any copy, translation, modification,adaptation, or derivation of the Software, including any improvement ordevelopment thereof. Client’s use of theSoftware may require third-party data sources or data connectors to beintegrated with the Software. Client may use such third-party data sources andconnectors, subject to (i) Oxrow’s ability to integrate with such third-partydata sources and connectors, (ii) mutual consent between Client and Oxrow to afee schedule that accounts for additional third-party data sources andconnectors (with email sufficing), and (iii) Client must agree to the terms ofthose third-party data sources and connectors.

d.             Support: Subject to the Agreement and Oxrow’ generalavailability and discretion, Oxrow shall provide to Client the specificservices (“Services”) specified in a Work Order. Oxrow will exercise reasonablecommercial efforts to provide user support. Client understands that successfulperformance and completion of the Services is contingent on substantial andactive engagement by Client. To assist Oxrow in performing and completing theServices, Client agrees to promptly respond to requests for feedback from Oxrowand otherwise make available to Oxrow such assistance as Oxrow may require,which may include access to Client personnel, data, systems, and materials inClient’s control. Oxrow may engage subcontractors or otherwise acquire rightsas may be necessary in its judgment to perform and complete the Services.

3.             PAYMENT FORSERVICES

a.             The fees for anyand all Services shall be set forth in the applicable Work Order(s). Oxrowshall invoice Client for the fee and any applicable fees for custom work.Payment is due within thirty (30) days’ from the date of invoice unless statedotherwise in the applicable Work Order(s). Should any undisputed invoice becomeoverdue by more than thirty (30) days, Oxrow may (i) suspend the Services,and/or (ii) charge interest at a rate of 1% per month from the original invoicedue date until the overdue balance is settled. Any taxes arising out of thisAgreement other than those on Oxrow’ net income will be Client’sresponsibility.

b.              Client shall reimburse Oxrow for all reasonableout-of-pocket expenses incurred by Oxrow and its authorized agents inconnection with its performance of Services. Oxrow will provide Client with reasonably detailed invoices for suchexpenses on a monthly basis and Client agrees to pay the total amount shown asdue on each invoice within 30-days after receipt.

4.             TERM &TERMINATION

a.             Unless statedotherwise in the Work Order, the Initial Term of this Agreement will be for oneyear from the Execution Date of this Agreement and will automatically renew forone-year periods (each, a “Renewal Term” and collectively with the InitialTerm, the “Term”) unless terminated by either party in accordance with thisAgreement.

b.             This Agreementmay be terminated upon written notice of an Event of Default to the party indefault by the non-defaulting party. For purposes of this Agreement, an Eventof Default is deemed to mean: (i) the failure of either party to perform anymaterial obligation which it is required to perform under this Agreement, ifsuch failure has not been corrected within thirty (30) days following receiptof written notice of default given by the non-defaulting party; or (ii) any actor event whereby either party is or becomes insolvent, party to any bankruptcy,receivership or similar proceeding not dismissed within thirty (30) days, ormakes a general assignment for the benefit of creditors.

c.             Client or Oxrowmay terminate this agreement by giving sixty (60) days’ written notice prior tothe start of the Renewal Period of its intent to terminate the Agreement. Ontermination of this Agreement for any reason, the Client will promptly deletethe Software or return the Software to Oxrow, at Oxrow’ instruction.

5.             WARRANTY

a.          THE SOFTWARE ISPROVIDED ON AN “AS IS” and “AS AVAILABLE” BASIS. EXCEPT AS SET FORTH IN THEAGREEMENT, OXROW MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUTLIMITATION ANY WARRANTY REGARDING MERCHANTABILITY OR THE FITNESS OF THESOFTWARE FOR A PARTICULAR PURPOSE, OR THAT THE SOFTWARE WILL BE SUITABLE ORAPPROPRIATE FOR THE SPECIFIC REQUIREMENTS OF THE CLIENT. OXROW MAKES NOWARRANTY AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION PROVIDEDTHROUGH OXROW’S WEBSITE OR SOFTWARE.

b.          Oxrow warrants,subject to any express limitations set forth in this Agreement, that it has thefull right to convey the rights set forth in the Agreement to Client.

c.           Client warrantsthat it has the full rights necessary to enter into this Agreement and that itwill only use the Software for the Permitted Use.

6.             REMEDIES &LIMITATION OF LIABILITY

a.           In the event ofany material breach by Client of any of the terms of this Agreement, Oxrowshall be entitled to any of the following remedies: (a) terminate, in whole orin part, this Agreement; and/or (b) seek to recover damages from Client; and/or(c) if applicable, seek equitable relief, including without limitationinjunctive relief. If Oxrow terminates this Agreement because of any breach byClient, then Oxrow shall be entitled to all fees earned or due through theexpiration of the current term of this Agreement.

b.          In the event thatthe Software proves defective, Client’s sole remedy under this Agreement, andOxrow’ sole obligation, shall be, in Oxrow’ discretion, to either replace theSoftware or to refund to Client the price paid by Client to Oxrow for theSoftware under this Agreement from the point in time the software wasidentified as being defective.

c.          OXROW SHALL NOTBE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIALDAMAGES, INCLUDING LOSS OF PROFITS, ARISING FROM OR RELATED TO THE MARKETING,DELIVERY, OR CLIENT’S USE OR MISUSE OF THE SOFTWARE OR THIS AGREEMENT, EVEN IFOXROW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  NOTWITHSTANDING ANY OTHER PROVISION OF THISAGREEMENT, OXROW’S AGGREGATE LIABILITY FOR ANY CLAIMS BROUGHT BY CLIENT ARISINGFROM OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEEDTHE AMOUNTS ACTUALLY RECEIVED BY OXROW FROM CLIENT IN THE TWELVE (12) MONTHSPRIOR TO THE DATE OF THE ACTION GIVING RISE TO THE CLAIM.

7.             INDEMNIFICATION

Client agrees to indemnify and hold harmless Oxrow, and its affiliates,officers, directors and employees, from any losses, liabilities, penalties,demands, or claims (“Claims”) (including the costs, expenses, and reasonableattorney’s fees on account thereof) arising from or relating to Client’smarketing, delivery, or use or misuse of the Software, including withoutlimitation any Claims that may be made by any third party, and any Claimsrelating to or arising from Client’s violation of this Agreement. The foregoingindemnity shall be in addition to any other rights or remedies set forth inthis Agreement.

8.             DATA

a.          “Client Data” isdefined as all non-public proprietary or confidential data provided by Clientunder this Agreement. For avoidance of doubt, Client retains all rights ofownership to Client Data.

b.           Oxrow will exercise reasonable commercialefforts to maintain Client Data for the duration of the License Term. Oxrowrelies on third-party cloud services for data storage (including but notlimited to Microsoft Azure cloud, with applicable Data Protection termsavailable upon request); as such, Oxrow cannot guarantee that Client Data willbe stored error-free or will remain available through Oxrow’ Software andservices.  

c.          Client grants toOxrow a non-exclusive, royalty-free, worldwide, irrevocable license to useaggregated and anonymized or pseudonymized Client Data for any purpose,including, without limitation, for research and educational purposes,benchmarking and reports, and for purposes of operating, improving, andsupporting Oxrow’ Software and services; provided, however, that Oxrow agreesthat it will not use such non-identifiable Client Data in a manner adverse tothe purpose of this Agreement. Any feedback or use by Oxrow of suchnon-identifiable Client Data that results in Oxrow’ development ofdocumentation or improvements to Oxrow’ Software and services shall be deemedintellectual property of Oxrow.  

d.          Clientgrants Oxrow the right to use Client Data, including Confidential Information(defined below), in Oxrow's artificial intelligence (“AI”) systems and modelsfor the purposes of (i) providing and improving the Services to Client, and(ii) developing and enhancing Oxrow's internal AI capabilities and analyticstools. Notwithstanding the foregoing, Oxrow shall not use any SensitiveInformation (defined below) to train, develop, or improve any third-party AImodels or systems. For purposes of this provision, “Sensitive Information”means Client Data that contains (a) government-issued identification numbers,(b) protected health information under HIPAA, (c) financial account or paymentcard information, or (d) any data that Client specifically designates inwriting as "Sensitive Information. Oxrow may de-identify or aggregateSensitive Information such that it cannot reasonably be linked to Client or anyindividual, and use such de-identified or aggregated data for any lawfulpurpose, including training third-party AI models.

e.          Oxrow will useappropriate technical and organizational measures designed to preventunauthorized access, use, alteration or disclosure of Client Data. Client maychoose to enable integrations or exchange Client Data with third-partyplatforms; Client’s use of a third-party platform is governed by its agreementwith the relevant provider, and Oxrow is not responsible for third-partyplatforms or their use of Client Data.

f.           Client retains theoption to receive a transfer of data aggregated by the Software, in formatreasonably selected by Oxrow, for up to thirty (30) days post-termination.

9.             CONFIDENTIALITY

Each party may have access to information (in any form) that relates tothe other party’s past, present, and future activities, including research,development, business activities, products, services, processes, and technicalknowledge, which is identified by the disclosing party as confidential orreasonably understood to be confidential (“Confidential Information”).Confidential Information may only be used by the receiving party consistentwith the rights and obligations of this Agreement. Confidential Informationincludes Oxrow’ Software and any related documentation made available toClient, as well as Client’s non-public data (subject to Section 8). Thereceiving party agrees to protect the Confidential Information of thedisclosing party in the same manner that it protects its own similarconfidential information, but in no event using less than a reasonable standardof care. Access to the Confidential Information will be restricted to Oxrow andClient personnel (including such personnel employed by their affiliates) andsubcontractors with a need to use such Confidential Information pursuant to theparties’ rights and obligations under this Agreement, provided such parties arebound by substantially similar obligations of confidentiality and are notidentified in writing as a competitor. Oxrow may retain and use ConfidentialInformation relevant to its business purposes (including, without limitation,to provide or enhance its services) so long as its use of such ConfidentialInformation is in an aggregated and anonymized or pseudonymized manner. Nothingin this Agreement will prohibit or limit either party’s use of ConfidentialInformation (i) previously known to it without an obligation not todisclose such information, (ii) independently developed by or for it withoutuse of Information, (iii) acquired by it from a third party which was not, tothe receiver’s knowledge, under an obligation not to disclose such information,or (iv) which is or becomes publicly available through no breach of this Agreement.

10.          MISCELLANEOUS

a.          EntireAgreement.  This Agreement contains the entire agreementbetween the parties. All understandings have been included in this Agreement.Representations which may have been made by any party to this Agreement may insome way be inconsistent with this final written Agreement. All such statementsare declared to be of no value in this Agreement. Only the written terms ofthis Agreement will bind the parties.

b.          Modificationof the MSA.  Oxrow may modify the MSA from time to time byproviding written notice of material changes or by posting the modifiedAgreement on its website with the effective date of the modifications. Theparties may mutually agree to modify a Work Order per Section 2(a) of the MSA.

c.          Publicity.  Either partymay cite the other party in public marketing materials and conversations as aclient or vendor of the other party, as the case may be. Each party agrees tocease such public use of the other party’s name if so requested in writing bythe other party.  

d.          DisputeResolution.  The parties will make good faith efforts toresolve internally within thirty (30) days any dispute, including over aninvoice, relating to this Agreement by escalating it to higher levels ofmanagement. If Client withholds an amount more than sixty days, Oxrow will bepermitted to suspend the license grant and the performance of any servicesuntil such time as the matter in dispute is resolved.

e.          Governing Lawand Venue.  The parties submit to the exclusivejurisdiction of the state and federal courts located in Yakima County,Washington, for any action arising from or relating to this Agreement, anyarbitration proceeding and/or award arising from this Agreement. This Agreementwill be enforced or construed according to the laws of the State of Washington.

f.           Assignability.  The Clientmay not transfer, assign or sublicense any of the rights or obligations grantedunder this Agreement to any other person or legal entity without Oxrow’ priorwritten consent.  Any assignment withoutOxrow’ consent is void.  This Agreementapplies to and is binding upon the Client’s successors and assigns.

g.          Relationshipof the Parties.  This Agreement does not create an express orimplied relationship in agency or partnership between the Oxrow and Client.

h.          Severabilityand Waiver.  If any provision of this Agreement is held tobe invalid, void, or unenforceable, it is the parties’ intent that suchprovision be reduced in scope only to the extent deemed necessary to render theprovision reasonable and enforceable, and the remainder of this Agreement willin no way be affected, impaired, or invalidated as a result. No waiver ofbreach or failure to exercise any right under this Agreement shall be construedto be a waiver of other rights.

i.            Survival.  The Partiesrecognize and agree that their representation and obligations regardingconfidentiality, indemnification, and limitation of liability under thisAgreement survive the cancellation, termination, or expiration of thisAgreement.

j.           Insurance.  During theTerm, Oxrow will maintain insurance coverage reasonably appropriate for thescope of Services provided in the applicable Work Order.

k.          Attorneys’Fees. In any action to enforce this Agreement, the prevailing party shall beentitled to its reasonable attorneys’ fees and costs.

l.           Force Majeure.  Neither partyshall be responsible for any failure to perform is obligations under thisAgreement (other than payment obligations) caused by an event beyond itsreasonable control (a “Force Majeure Event”). Any delays resulting fromClient’s failure to perform or fulfill its responsibilities (such as not havingsystems ready or failing to provide necessary data) will not be a Force MajeureEvent or impact the payment schedule.

m.        No Third PartyBeneficiary.  This Agreement is entered into solely for thebenefit of Oxrow and Client. No third party shall have the right to make anyclaim or assert any right under it, and no third party shall be deemed abeneficiary of this Agreement.  

LAST UPDATED: November 27, 2025.

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