Master Service Agreement

2.1 Provision of Services. Subject to these Terms and the applicable Order Form, Provider shall make the Services available to Client during the Subscription Term. Provider shall use commercially reasonable efforts to make the Services available 99.5% of the time during each calendar month, excluding scheduled maintenance windows.

2.2 Usage Limits. Client’s use of the Services is subject to the Usage Limits specified in the applicable Order Form. If Client exceeds its Usage Limits, the Parties shall negotiate in good faith an amendment to the applicable Order Form to address such overage.

2.3 Authorized Users. Client may permit its Authorized Users to access and use the Services in accordance with this Agreement. Client is responsible for all acts and omissions of its Authorized Users.

2.4 Support. Provider shall provide reasonable technical support for the Services during normal business hours via email.

2.5 Modifications. Provider may update the Services from time to time, provided that such updates do not materially diminish the core functionality of the Services during a Subscription Term.

3.1 Ownership. As between the Parties, Client retains all right, title, and interest in and to Client Data. Client hereby grants Provider a non-exclusive, worldwide license to use, reproduce, and process Client Data solely to provide the Services.

3.2 Data Handling. Provider shall maintain commercially reasonable administrative, physical, and technical safeguards to protect Client Data. The Services do not require, and Client shall not provide, any personal data or personally identifiable information to Provider.

3.3 Return of Data. Upon written request following expiration or termination of this Agreement, Provider shall make Client Data available for export in a standard machine-readable format for a period of thirty (30) days. Thereafter, Provider may delete Client Data.

3.4 Aggregated Data. Provider may use anonymized, aggregated data derived from Client Data for purposes of improving the Services, benchmarking, and analytics, provided such data cannot reasonably identify Client or any individual.

4.1 Fees. Client shall pay the fees set forth in the applicable Order Form. All fees are quoted in United States Dollars unless otherwise specified.

4.2 Payment Terms. Unless otherwise specified in an Order Form, fees for each Subscription Term are invoiced annually in advance and are due within thirty (30) days of the invoice date. Payment shall be made by bank transfer to the account designated by Provider.

4.3 Non-Cancellable Commitment. All fees set forth in an Order Form are non-cancellable and non-refundable, except as expressly set forth in these Terms. Client’s payment obligations are unconditional and not subject to setoff, counterclaim, or deduction.

4.4 Late Payments. Overdue amounts shall accrue interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less. Provider may suspend access to the Services if any undisputed invoice remains unpaid for more than fifteen (15) days past the due date.

4.5 Taxes. All fees are exclusive of taxes. Client is responsible for all applicable sales, use, VAT, and similar taxes, excluding taxes based on Provider’s net income.

4.6 Overages. Usage in excess of the Usage Limits specified in the applicable Order Form shall be addressed by mutual written amendment. Provider shall notify Client promptly upon becoming aware that Client is approaching or has exceeded its Usage Limits.

5.1 Provider IP. As between the Parties, Provider retains all Intellectual Property Rights in and to the Services, Documentation, and all improvements thereto. Nothing in this Agreement transfers ownership of any Provider intellectual property to Client.

5.2 Client IP. As between the Parties, Client retains all Intellectual Property Rights in and to Client Data and Client’s pre-existing intellectual property.

5.3 Feedback. If Client provides suggestions, enhancement requests, or other feedback regarding the Services (“Feedback”), Provider may freely use such Feedback without obligation to Client.

5.4 Usage Rights. Provider may identify Client as a customer of Provider and use Client’s name and logo on Provider’s website and in marketing materials, subject to Client’s trademark usage guidelines. Client may request removal of such reference by written notice.

6.1 Obligations. Each Party agrees to: (a) hold the other Party’s Confidential Information in strict confidence; (b) not disclose such information to third parties except to employees, contractors, and advisors with a need to know who are bound by confidentiality obligations no less protective than those herein; and (c) use such information solely for purposes of this Agreement.

6.2 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was known to the receiving Party prior to disclosure; (c) is independently developed without use of the disclosing Party’s Confidential Information; or (d) is rightfully received from a third party without restriction.

6.3 Compelled Disclosure. A receiving Party may disclose Confidential Information if required by law, regulation, or court order, provided it gives the disclosing Party prompt written notice (to the extent legally permitted) and cooperates in any effort to obtain protective treatment.

6.4 Duration. Confidentiality obligations under this Section survive for three (3) years following disclosure, except for trade secrets, which are protected for as long as they remain trade secrets.

7.1 Subscription Term. Each Order Form shall specify an initial subscription term of not less than twelve (12) months (the “Initial Term”). Unless otherwise stated in the Order Form, the Subscription Term shall automatically renew for successive twelve (12)-month periods (each a “Renewal Term”) unless either Party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term. The Initial Term and any Renewal Terms are collectively referred to as the “Subscription Term.”

7.2 Non-Cancellable. Client acknowledges that the Subscription Term is a firm, non-cancellable commitment. Client may not terminate this Agreement or any Order Form for convenience during any Subscription Term. Client’s obligation to pay all fees for the full Subscription Term is absolute and unconditional.

7.3 Termination for Cause by Provider. Provider may terminate this Agreement or any Order Form immediately upon written notice if Client: (a) fails to pay any undisputed amount within thirty (30) days after written notice of non-payment; or (b) materially breaches this Agreement and fails to cure such breach within thirty (30) days of written notice. Upon such termination, all fees for the remainder of the Subscription Term become immediately due and payable.

7.4 Termination for Cause by Client. Client may terminate this Agreement only if Provider materially breaches this Agreement and fails to cure such breach within sixty (60) days of written notice specifying the breach in reasonable detail. In the event of valid termination under this Section 7.4, Provider shall refund Client a pro-rata portion of prepaid fees for the unused portion of the Subscription Term.

7.5 Effect of Expiration. Upon expiration (not termination for cause) of the Subscription Term, Client’s access to the Services shall cease. Sections 3.3, 4.3, 5, 6, 8, 9, 10, and 11 shall survive expiration or termination.

8.1 Provider Warranties. Provider warrants that: (a) the Services will perform materially in accordance with the Documentation during the Subscription Term; and (b) Provider has the authority to enter into this Agreement and grant the rights herein.

8.2 Client Warranties. Client warrants that: (a) Client has the authority to enter into this Agreement; and (b) Client has all necessary rights to provide Client Data to Provider for use in connection with the Services.

9.3 Exceptions. The limitations in Sections 9.1 and 9.2 shall not apply to: (a) Client’s payment obligations; (b) either Party’s indemnification obligations under Section 10; or (c) either Party’s breach of Section 6 (Confidentiality).

10.1 By Provider. Provider shall defend, indemnify, and hold harmless Client from and against any third-party claims alleging that the Services, as provided by Provider and used in accordance with this Agreement, infringe a third party’s Intellectual Property Rights. Provider’s obligations under this Section are conditioned upon Client providing: (a) prompt written notice; (b) sole control of the defense and settlement; and (c) reasonable cooperation.

10.2 By Client. Client shall defend, indemnify, and hold harmless Provider from and against any third-party claims arising from: (a) Client Data; (b) Client’s breach of this Agreement; or (c) Client’s use of the Services in violation of applicable law.

10.3 Sole Remedy. This Section 10 states each Party’s sole and exclusive remedy for third-party intellectual property infringement claims.

11.1 Governing Law. This Agreement shall be governed by the laws of the State of Delaware, without regard to conflict of law principles. Any dispute arising under this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware.

11.2 Entire Agreement. This Agreement, together with all Order Forms and exhibits, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, and agreements. No purchase order or other Client ordering document shall modify or supplement this Agreement.

11.3 Amendments. Provider may update these Terms from time to time by posting the revised version at henneth.ai/legal with an updated “Last Updated” date. Material changes will be communicated to Client via email at least thirty (30) days before they take effect. Continued use of the Services after the effective date of any update constitutes acceptance. For active Subscription Terms, material adverse changes shall not take effect until the next Renewal Term unless Client consents in writing.

11.4 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.

11.5 Force Majeure. Neither Party shall be liable for failure to perform obligations (other than payment obligations) due to events beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, government actions, or failures of third-party telecommunications.

11.6 Notices. All notices under this Agreement shall be in writing and shall be deemed given when delivered by email with confirmation of receipt to the addresses specified in the applicable Order Form.

11.7 Severability. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect.

11.8 Waiver. No waiver of any provision shall be effective unless in writing and signed by the waiving Party. No failure to exercise any right shall constitute a waiver of such right.

11.9 Independent Contractors. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

11.10 Counterparts. Order Forms referencing these Terms may be executed in counterparts, each of which shall be deemed an original. Electronic signatures shall be deemed valid and binding.