MASTER SERVICES AGREEMENT

Consultiply LLC · 2048 41st St, Queens, NY 11105 · legal@consultiply.ai

Version 2.1 · September 24, 2026

Schedules in force at this version: Schedule 1 Service Levels (reserved) · Schedule 2 Information Security Program v0.4 · Schedule 3 Insurance v0.1 · Schedule 4 Acceptable Use v0.1

This Master Services Agreement (the “Agreement” or “MSA”) sets the terms under which Consultiply LLC, a New York limited liability company with its principal office at 2048 41st St, Queens, NY 11105 (“Consultiply,” “Provider,” “we,” “us,” or “our”), provides services to the client named in the applicable Statement of Work, proposal, quote, or order form (“Client,” “you,” or “your”).

This Agreement, each Statement of Work (“SOW”), each Order Form, and every addendum or Schedule incorporated by reference (together, the “Terms”) form the entire agreement between the parties.

ACCEPTANCE. Client is bound by these Terms upon the earliest of: (a) signing an SOW, proposal, or order form; (b) instructing Consultiply to begin work by email, electronic acknowledgment, or verbally where Consultiply then confirms in writing; or (c) using or continuing to use any Services after receiving notice of these Terms.

In the event of any conflict between provisions of this Agreement, Sections 31 (No Guarantee and No Outcome) and 32 (AI Risk and Liability Disclosure) control over Sections 7, 10, 11, 12 and 13 to the extent they impose a more specific or stricter limitation in Consultiply's favor, and the more protective provision applies. A provision of an Order Form, SOW, service schedule or other engagement document supersedes a provision of this Agreement only where it expressly identifies, by number, the Section of this Agreement it modifies, and states that the parties intend to modify that Section. A provision that does not do both does not modify this Agreement, however inconsistent with it the provision may appear, and this Agreement controls.

CONTENTS

Part One, the Agreement

• 1. DEFINITIONS
• 2. HOW ENGAGEMENTS ARE STRUCTURED
• 3. SCOPE AND NATURE OF SERVICES
• 4. INDEPENDENT CONTRACTOR
• 5. CLIENT RESPONSIBILITIES
• 6. FEES, PAYMENT, AND ACCELERATION
• 7. NO GUARANTEES, WARRANTIES, OR OUTCOMES
• 8. INTELLECTUAL PROPERTY
• 9. CONFIDENTIALITY
• 10. AI AND TECHNOLOGY ACKNOWLEDGMENT
• 11. AI OUTPUT, DATA, AND TECHNOLOGY LIABILITY WAIVER
• 12. DECLINED RECOMMENDATIONS
• 13. LIMITATION OF LIABILITY
• 14. INDEMNIFICATION
• 15. CLIENT INSURANCE
• 16. NON-SOLICITATION OF PERSONNEL
• 17. TERM, TERMINATION, AND SURVIVAL
• 18. SUSPENSION
• 19. FORCE MAJEURE
• 20. ASSIGNMENT AND SUBCONTRACTING
• 21. NOTICES
• 22. GOVERNING LAW, DISPUTE RESOLUTION, AND VENUE
• 23. AMENDMENTS
• 24. NO WAIVER
• 25. SEVERABILITY AND REFORMATION
• 26. ENTIRE AGREEMENT
• 27. COUNTERPARTS AND ELECTRONIC SIGNATURES
• 28. MISCELLANEOUS
• 29. ARTIFICIAL INTELLIGENCE AND DATA USE
• 30. THIRD-PARTY TOOLS
• 31. NO GUARANTEE AND NO OUTCOME
• 32. AI RISK AND LIABILITY DISCLOSURE
• 33. SCHEDULES
• 34. CURE AND PERFORMANCE-BASED EXIT
• 35. ASSIGNMENT OF DELIVERABLES
• 36. VENDOR INTRODUCTIONS AND DISCLOSURE

Signatures

Part Two, Schedules

• 1. Service Levels (Reserved)
• 2. Information Security Program, v0.4
• 3. Insurance, v0.1
• 4. Acceptable Use, v0.1

PART ONE, THE AGREEMENT

1. DEFINITIONS

“Client Data” means data, content, files, credentials, or other materials Client supplies or makes accessible to Consultiply in connection with the Services.

“Consultiply IP” means all materials, frameworks, methodologies, templates, playbooks, prompts and prompt libraries, agent designs, evaluation tools, code, models, know-how, and other intellectual property that Consultiply owned or controlled before the engagement or develops independently of Client Data.

“Client-Hosted Deliverable” means a Deliverable that is deployed, configured, or installed inside Client’s own accounts, tenants, environments, or infrastructure.

“Consultiply-Hosted Component” means any infrastructure, orchestration layer, workflow, agent runtime, integration, monitoring, or related component that runs on, within, or through accounts, platforms, or infrastructure controlled by Consultiply, even where it serves a Client instance.

“Deliverables” means the work product an SOW expressly identifies as a deliverable.

“Effective Date” means the date the first SOW is signed by both parties.

“Services” means the advisory, assessment, fractional leadership, strategy, training, workshop, and related professional services Consultiply performs under an SOW. Services under this MSA are advisory in nature; software build, agent deployment, and managed operations (“Studio” and “Care” services) are provided only under a separate service schedule expressly referencing those services.

“Order Form” means a written order form executed by both parties that incorporates this Agreement and states the commercial terms of a recurring or subscription engagement (service, tier, rate, term, cadence). An executed Order Form is an engagement document under this Agreement in the same manner as an executed SOW.

“Third-Party Tools” means AI models, foundation models, software, APIs, platforms, and cloud services not owned by Consultiply that are used in connection with the Services, including any third-party software, models, platforms, subscriptions, tooling or services that Consultiply procures, provisions, resells or administers on Client's behalf.

2. HOW ENGAGEMENTS ARE STRUCTURED

This MSA states the general terms for all Services. Scope, deliverables, timeline, fees, and term for any particular engagement are set in a written SOW or Order Form signed by both parties: a SOW for bounded projects with deliverables and an end, an Order Form for recurring commitments with a rate, a term, and a cadence. More than one SOW or Order Form may be active at the same time. This MSA remains in force while any SOW is active and thereafter until terminated under Section 17.

3. SCOPE AND NATURE OF SERVICES

Consultiply provides AI strategy, fractional AI leadership, assessments, blueprints, workshops, training, vendor oversight, and related advisory services as described in each SOW. Unless an SOW states otherwise:

All Services are advisory and consultative. Consultiply is not Client’s employee, agent, partner, joint venturer, or fiduciary.

Consultiply does not make business decisions for Client and does not assume operational responsibility for Client’s business, systems, vendors, or compliance posture. Where Consultiply oversees or coordinates a third-party vendor on Client’s behalf, that vendor remains solely responsible for its own work, and Client’s contract with that vendor governs that vendor’s obligations.

Consultiply does not give legal, accounting, tax, medical, insurance, investment, or other regulated professional advice. Any observation touching regulated subject matter is general, and Client must consult licensed professionals before acting.

Consultiply’s obligation is to apply reasonable professional effort in the circumstances. Consultiply does not promise any particular outcome, result, adoption rate, or level of performance.

Except where an Order Form or SOW expressly incorporates an executed service level schedule, Consultiply makes no service level, availability or response time commitment, and no credit, refund or other remedy is available for any failure of the Services to meet an expected or assumed level of performance or responsiveness. The parties acknowledge that the absence of an incorporated service level exhibit is a material element of the fees set out in the applicable Order Form or SOW.

4. INDEPENDENT CONTRACTOR

Consultiply is an independent contractor. Nothing in these Terms creates an employment, agency, partnership, joint-venture, or franchise relationship. Consultiply alone determines the manner, method, scheduling, and personnel used to perform the Services, and is solely responsible for its own taxes, insurance, benefits, and employment obligations. Client will not extend employee benefits to Consultiply personnel. Consultiply may serve other clients, including Client’s competitors, unless an Order Form or SOW expressly grants exclusivity.

5. CLIENT RESPONSIBILITIES

Client will: (a) provide accurate, complete, and timely information, materials, access, and decisions; (b) designate stakeholders with authority to direct the engagement; (c) review and approve recommendations and Deliverables promptly; (d) maintain its own backups, security controls, and data protection, including for Client Data shared with Consultiply; (e) comply with all laws applicable to its business, including privacy, employment, AI governance, and intellectual-property law; (f) independently review, validate, and approve any AI output, recommendation, or Deliverable before relying on or implementing it; and (g) pay undisputed invoices when due. Consultiply is not responsible for any delay, cost, loss, or claim caused in whole or in part by Client’s failure to meet these responsibilities.

6. FEES, PAYMENT, AND ACCELERATION

6.1 Fees

Fees, rates, and payment schedules are stated in each Order Form or SOW, in U.S. dollars, exclusive of taxes and third-party costs.

6.2 Invoices

Unless an Order Form or SOW provides otherwise: invoices are due fifteen (15) days from issue (Net 15); retainer and recurring fees are billed in advance; project fees follow the SOW milestones; and all fees are non-refundable once Services are rendered or hours are expended. Client bears all applicable sales, use, excise, and similar taxes. Where Consultiply delivers or resells any digital good, prewritten software, license, or subscription as part of the Services, any sales, use, or similar transaction tax that applies to that digital good will be itemized separately on the invoice and is payable by Client in addition to the stated fees.

6.3 Late Payment

Overdue amounts accrue interest at one and one-quarter percent (1.25%) per month or the maximum rate permitted under New York law, whichever is lower. Client will reimburse reasonable collection costs, including attorneys’ fees and agency charges. A fifty-dollar ($50) fee applies to any returned payment.

6.4 Acceleration

If Client fails to pay when due and does not cure within ten (10) days of written notice, all accrued and unpaid amounts under this Agreement and all active Order Forms and SOWs become immediately due, together with, for each active Order Form or SOW, an amount equal to the fees that would have become payable during a sixty (60) day notice period under Section 17.3. No further acceleration of unearned fees applies.

6.5 Invoice Disputes

Client must dispute an invoice in writing, with supporting detail, within thirty (30) days of receipt; otherwise the invoice is deemed accepted. Undisputed portions remain payable on time. Where a charge is a consumption-based third-party pass-through governed by Section 30, the dispute window for that charge is fifteen (15) days, because vendor metering data ages quickly; all other charges carry the thirty-day window.

6.6 Authorized Contacts

(a) Designation. Client shall designate in writing at least one individual authorized to request changes, approve actions, approve a governance configuration, and give instructions to Consultiply in connection with the Services (each, an “Authorized Contact”), and shall keep that designation current.

(b) Reliance. Consultiply may rely on any instruction, approval or information given by a person reasonably appearing to be an Authorized Contact, including any approval, instruction, or order received from an email address on Client’s domain in the ordinary course of the engagement, and has no obligation to verify that person’s internal authority within Client’s organization. Client is responsible for maintaining its own internal controls over who holds that role and for controlling access to its own accounts.

(c) Governance Approvals. Where a SOW, service schedule or Deliverable allocates decisions between automated action and human approval, only an Authorized Contact may approve a change to that allocation.

(d) Limits on Authority. This Section does not authorize an Authorized Contact to amend this Agreement, agree new or changed fees, extend or shorten a term, or waive any provision. Changes of that kind require a signed Order Form, SOW or amendment.

6.7 No Most-Favored Pricing

Consultiply does not grant most-favored-customer, most-favored-nation or equivalent preferential pricing status to any client. Rates are set for each engagement by reference to its scope, term, cadence, risk and commitment structure, and Consultiply publishes list rates and time-limited promotional, program and cohort rates from time to time. The existence of a different rate offered to another client, or of any promotional, program or cohort rate, gives Client no right to renegotiate, rebate, credit, true up or otherwise adjust the fees set out in an executed Order Form or SOW.

7. NO GUARANTEES, WARRANTIES, OR OUTCOMES

7.1 General Disclaimer

ALL SERVICES, RECOMMENDATIONS, ANALYSES, ARTIFACTS, AND DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY. CONSULTIPLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND RELIABILITY, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

7.2 No Outcome Guarantee

Consultiply makes no representation or guarantee as to: revenue, profit, savings, ROI, or any financial or business outcome; productivity, efficiency, or workforce effects; the accuracy, completeness, currency, or fitness of any AI output or third-party model; the availability, performance, or continued existence of any Third-Party Tool; compliance with any law, regulation, framework, or certification (Client is solely responsible for its own compliance); the absence of bias, hallucination, error, or omission in AI outputs; or the suitability of any recommendation for Client’s particular circumstances.

7.3 Limited Service Warranty

For thirty (30) days after delivery of a Service or Deliverable, Consultiply warrants that the Service was performed in a professional manner consistent with generally accepted industry practice. Client’s sole remedy for breach is, at Consultiply’s election, re-performance of the deficient Service or a credit toward future Services not exceeding the fees paid for the deficient Service. This Section 7, read with Section 31, states Consultiply’s only warranty.

8. INTELLECTUAL PROPERTY

8.1 Consultiply IP

Consultiply retains all right, title, and interest in Consultiply IP, including every improvement, derivative, methodology, prompt library, framework, agent design, evaluation tool, and item of know-how, whether created before, during, or after an engagement.

8.2 Deliverables — Licensed by Default, Assignable per SOW

Upon Consultiply’s receipt of full payment of all fees due under the applicable Order Form or SOW, Consultiply grants Client a perpetual, non-exclusive, non-transferable, royalty-free license to use the Deliverables identified in that SOW for Client’s internal business purposes, including any Consultiply IP embedded in them. Ownership of a Deliverable transfers to Client only where the applicable SOW expressly assigns it in writing; absent such assignment, Deliverables are licensed, not sold. Before full payment, Client’s rights in Deliverables are limited to a revocable license to evaluate them.

8.3 Consultiply IP and Platform Components — Retained Wherever Deployed

Consultiply retains sole ownership of all Consultiply IP, including agents, agent runtimes, orchestration layers, workflows, integrations, monitoring, prompts and prompt libraries, frameworks, methodologies, and platform components, regardless of where they run or are deployed, including inside Client’s own accounts, tenants, environments, or infrastructure. Consultiply grants Client a limited, non-exclusive, non-transferable, non-sublicensable license to use such components for Client’s internal business purposes during the term of the applicable Order Form or SOW and, where the Order Form or SOW so provides, any continuing service term. This license ends when the applicable term ends or Client fails to pay. On request and at Consultiply’s then-current rates, Consultiply will provide a reasonable export of Client Data held within any such component. Consultiply does not assert ownership over anything in Client’s environment.

8.4 Client Data

Client keeps all rights in Client Data and grants Consultiply a limited, royalty-free license to access, use, copy, transmit, and modify Client Data solely to perform the Services. Consultiply may collect and use aggregated, de-identified operational telemetry as provided in Section 29.3.

8.5 Case Studies and Proof

Consultiply may describe the engagement in anonymized form. Any use of Client’s name, logo, metrics, or quotations requires Client’s prior written consent, which Client may condition or withdraw prospectively.

8.6 Feedback

Client may give Consultiply suggestions, comments, ideas, enhancement requests or other feedback regarding the Services, the methods used to deliver them, or Consultiply IP (“Feedback”). Client grants Consultiply a perpetual, irrevocable, worldwide, royalty-free, fully paid, sublicensable and transferable license to use, reproduce, modify, create derivative works of and otherwise exploit Feedback for any purpose, without obligation to Client. Feedback does not include Client Data or Client Confidential Information, and nothing in this Section permits Consultiply to use either.

8.7 No Other Rights

Except as expressly stated, neither party grants the other any right or license, by implication, estoppel, or otherwise. Consultiply's use of artificial intelligence and its handling of Client Data in connection with AI systems are addressed in Section 29.

9. CONFIDENTIALITY

“Confidential Information” is any non-public business, technical, financial, or proprietary information one party discloses to the other, whether or not marked, that a reasonable person would treat as confidential; it includes Consultiply IP, Consultiply’s methods and pricing, and Client Data. The receiving party will use Confidential Information only to perform under these Terms, protect it with at least reasonable care and no less than it protects its own confidential information, and limit access to personnel and contractors bound by obligations no less protective. Confidential Information excludes information that is or becomes public without breach, was already rightfully known to the recipient, is independently developed without use of the other party’s information, or is rightfully received from a third party without restriction. Compelled disclosure is permitted with prompt notice (where lawful) and reasonable cooperation in seeking protection. These obligations survive termination for three (3) years, and for trade secrets as long as they remain trade secrets under applicable law. Breach may cause irreparable harm, and the non-breaching party may seek injunctive relief without bond in addition to other remedies. Confidential Information also includes information disclosed before the Effective Date in anticipation of this engagement, including any materials shared during evaluation, scoping, or discovery; those pre-effective-date disclosures are covered by this Section as if made on the Effective Date.

Regulatory Examination. Where Client is subject to examination or inquiry by a governmental, financial, healthcare or professional regulator with jurisdiction over Client, and that examination or inquiry reaches Client's use of the Services, Consultiply shall cooperate in good faith on Client's reasonable advance written notice. Such cooperation is subject to: (i) reasonable allocation of Consultiply's costs, which may be invoiced to Client at Consultiply's then-current rates for the personnel involved; (ii) preservation of Consultiply's confidentiality and trade-secret interests, including by protective order or confidential-treatment request where appropriate; (iii) Consultiply's right to instruct its own counsel; and (iv) Consultiply's continuing obligations to its other clients. Nothing in this Section grants Client or any regulator a right of on-site audit of, or direct access to, Consultiply's systems, facilities or personnel. Client's diligence rights are as set out in Schedule 2.

10. AI AND TECHNOLOGY ACKNOWLEDGMENT

Client acknowledges that: AI systems, including large language models, are probabilistic, non-deterministic, and continuously changing, and can produce outputs that are inaccurate, incomplete, biased, fabricated, or outdated; AI outputs must be reviewed, validated, and approved by qualified human personnel before being relied on, distributed, deployed, or acted upon; Third-Party Tools are owned and controlled by others, and their availability, accuracy, pricing, terms, and data practices may change without notice and are outside Consultiply’s control; laws and standards governing AI are evolving, and Consultiply cannot guarantee that any Deliverable or recommendation will remain compliant; AI tools may generate content that infringes third-party rights, and Client is responsible for clearing its own use of AI outputs; and Client Data supplied to Third-Party Tools is subject to those providers’ terms, including retention and training-use terms, which Client is responsible for reviewing and accepting.

11. AI OUTPUT, DATA, AND TECHNOLOGY LIABILITY WAIVER

READ CAREFULLY. THIS SECTION SIGNIFICANTLY LIMITS CONSULTIPLY’S LIABILITY.

TO THE FULLEST EXTENT PERMITTED BY NEW YORK LAW, CLIENT WAIVES, RELEASES, AND HOLDS HARMLESS CONSULTIPLY AND ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, SUCCESSORS, AND ASSIGNS (THE “RELEASED PARTIES”) FROM ALL CLAIMS, LOSSES, DAMAGES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES), IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR OTHERWISE, ARISING OUT OF OR RELATING TO: (a) ANY OUTPUT, RECOMMENDATION, ANALYSIS, OR ARTIFACT GENERATED BY OR WITH THE ASSISTANCE OF ARTIFICIAL INTELLIGENCE, INCLUDING ANY HALLUCINATION, INACCURACY, BIAS, OMISSION, OR ERROR; (b) ANY DECISION OR ACTION CLIENT TAKES OR FAILS TO TAKE BASED ON THE SERVICES, DELIVERABLES, OR AI OUTPUTS; (c) ANY DATA BREACH, UNAUTHORIZED ACCESS, DATA LOSS OR CORRUPTION, RANSOMWARE, MALWARE, PHISHING, OR OTHER CYBERSECURITY INCIDENT INVOLVING CLIENT’S SYSTEMS, ACCOUNTS, OR DATA, IN EACH CASE EXCEPT TO THE EXTENT CAUSED BY CONSULTIPLY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD; (d) ANY ACT, OMISSION, OUTAGE, PRICING OR TERMS CHANGE, DATA PRACTICE, OR DISCONTINUATION OF ANY THIRD-PARTY TOOL OR PROVIDER; (e) ANY INTELLECTUAL-PROPERTY, PUBLICITY, OR PRIVACY CLAIM ARISING FROM CLIENT’S USE, DISTRIBUTION, OR DEPLOYMENT OF AI OUTPUTS OR DELIVERABLES; (f) ANY REGULATORY INVESTIGATION, ENFORCEMENT ACTION, FINE, PENALTY, OR JUDGMENT IMPOSED ON CLIENT; (g) ANY LOSS, CORRUPTION, OR DESTRUCTION OF CLIENT DATA, INCLUDING DURING PROCESSING, TRANSFER, OR INTERACTION WITH THIRD-PARTY TOOLS; (h) ANY HARM TO CLIENT’S CUSTOMERS, EMPLOYEES, OR THIRD PARTIES RESULTING FROM CLIENT’S DEPLOYMENT OF AI TOOLS OR DELIVERABLES; OR (i) ANY DELAY OR FAILURE OF SERVICES CAUSED BY THIRD-PARTY OUTAGES, FORCE MAJEURE, OR CIRCUMSTANCES BEYOND CONSULTIPLY’S REASONABLE CONTROL.

CLIENT ALONE IS RESPONSIBLE FOR (i) BACKING UP ITS DATA, (ii) MAINTAINING ITS CYBERSECURITY CONTROLS, (iii) REVIEWING ALL AI OUTPUTS BEFORE USE, AND (iv) COMPLYING WITH ALL LAWS GOVERNING ITS USE OF AI AND DATA.

12. DECLINED RECOMMENDATIONS

Consultiply may recommend tools, controls, governance practices, training, or operational changes. Client may accept or decline any recommendation. If Client declines or fails to implement a recommendation, for cost or any other reason, Client assumes all risk of that decision and releases Consultiply from any claim, loss, or damage arising from the absence of the declined item. Consultiply need not repeat declined recommendations or reshape the engagement to compensate for them except under a separate SOW.

13. LIMITATION OF LIABILITY

13.1 Excluded Damages

TO THE FULLEST EXTENT PERMITTED BY LAW, CONSULTIPLY IS NOT LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, REVENUE, BUSINESS, OR OPPORTUNITY; BUSINESS INTERRUPTION; LOSS OF GOODWILL; LOSS OR CORRUPTION OF DATA; COST OF SUBSTITUTE SERVICES; REGULATORY PENALTIES; OR DAMAGES ARISING FROM THIRD-PARTY TOOLS — UNDER ANY LEGAL THEORY AND EVEN IF ADVISED OF THEIR POSSIBILITY.

13.2 Aggregate Cap

CONSULTIPLY’S TOTAL AGGREGATE LIABILITY UNDER THESE TERMS, FOR ALL CLAIMS COMBINED, WILL NOT EXCEED THE FEES CLIENT ACTUALLY PAID TO CONSULTIPLY UNDER THE SOW GIVING RISE TO THE CLAIM DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13.3 Allocation of Risk

These limitations reflect a deliberate allocation of risk between sophisticated parties, are reflected in Consultiply’s fees, and are an essential basis of the bargain. They apply even if a limited remedy fails of its essential purpose. They do not limit Client’s payment obligations or any liability that cannot be limited under New York law, including liability for gross negligence, willful misconduct, or fraud.

13.4 Fee Base for the Cap

For the purpose of calculating the limit in Section 13.2, "fees paid" means amounts paid to Consultiply as consideration for its own advisory, assessment, blueprint, fractional, build and Care services, and expressly excludes: (i) amounts paid for or reimbursed in respect of third-party software, model, platform, subscription or tooling licenses; (ii) artificial intelligence model consumption, token, compute, storage or usage charges, whether invoiced by Consultiply or billed to Client directly by a provider; (iii) hardware; (iv) taxes of any kind; (v) travel, accommodation and other reimbursable expenses; and (vi) any amount Consultiply collects from Client and remits to a third party on Client's behalf.

14. INDEMNIFICATION

14.1 By Client

Client will defend, indemnify, and hold harmless Consultiply and the Released Parties from any third-party claim, loss, damage, liability, fine, settlement, or expense (including reasonable attorneys’ fees) arising from: Client’s business, products, or services; Client’s use, deployment, modification, or distribution of any Deliverable, AI output, or recommendation; Client’s violation of any law; Client’s breach of a license granted under these Terms; inaccurate, incomplete, or unauthorized information Client provides; claims by Client’s customers, employees, or end users arising from Client’s products, services, or use of AI; any cybersecurity incident or data loss involving Client’s systems or accounts; or Client’s selection, use, or reliance on any Third-Party Tool.

14.2 By Consultiply

Consultiply will defend Client against any third-party claim alleging that a Deliverable (excluding Third-Party Tools, Client Data, and Client-supplied content), as delivered and used in accordance with these Terms, infringes a United States copyright or trademark. Consultiply’s liability under this Section is subject to the cap in Section 13.2 and is Client’s sole remedy for intellectual-property claims.

14.3 Procedure

The indemnified party will promptly notify the indemnifying party in writing, give it sole control of the defense and settlement (no settlement may impose obligations on the indemnified party without its consent), and cooperate reasonably at the indemnifying party’s expense.

15. CLIENT INSURANCE

Client represents that it maintains commercially reasonable insurance for its business, including general liability and, where applicable, cyber-liability and professional-liability coverage, and will provide a certificate of insurance on written request. Consultiply need not be named as an additional insured.

16. NON-SOLICITATION OF PERSONNEL

During the term and for twelve (12) months after termination, Client will not directly or indirectly solicit, hire, or engage as a contractor any Consultiply employee or contractor with whom Client had material contact during the engagement, without Consultiply’s prior written consent. The following are permitted and do not breach this Section: (a) general public job postings not targeted at Consultiply personnel, and any hire resulting solely from such a posting; and (b) the hiring or engagement of an individual who first approaches Client on that individual’s own initiative, without any direct or indirect solicitation, encouragement, or referral by Client or anyone acting on Client’s behalf, provided Client gives Consultiply written notice within ten (10) business days of extending an offer. For clarity, this Section governs only Client’s obligations to Consultiply. It does not restrict any individual’s ability to seek or accept employment. If a court finds any part of this Section overbroad, the parties intend it to be reformed to the broadest enforceable scope rather than struck. Breach may cause irreparable harm; Consultiply may seek injunctive relief and, where the breach involves hiring, liquidated damages equal to thirty-five percent (35%) of the affected individual’s first-year base compensation with Client, excluding bonus, equity, and variable pay. The parties agree this amount is a reasonable pre-estimate of Consultiply’s recruiting and replacement cost, which is difficult to determine precisely and which includes external search or agency fees at prevailing market rates, internal recruiting and onboarding time, ramp-to-productivity loss, and the cost of transitioning affected client engagements. It is not a penalty.

17. TERM, TERMINATION, AND SURVIVAL

17.1 Term

This Agreement begins on the Effective Date and remains in effect while any SOW is active; thereafter it continues on a non-exclusive basis for future SOWs until terminated under Section 17.4.

17.2 SOW Term

Each SOW runs for the term it states (the “SOW Term”), whether a fixed period, a milestone, a deliverable schedule, or another defined duration. Both parties commit to the full SOW Term, subject only to this Section 17. If an SOW states no term, the SOW Term is the period reasonably needed to complete the described Services, as Consultiply determines in good faith.

17.3 Termination for Convenience

Either party may terminate an SOW for convenience on sixty (60) days’ prior written notice. During the notice period the SOW continues in full: Consultiply continues to perform the Services and Client continues to pay the fees stated in the SOW, on the stated schedule. On the effective date of termination Client owes, in addition, all earned but unpaid fees and expenses through that date, and any non-cancelable third-party costs Consultiply has incurred or committed on Client’s behalf before receiving notice. No termination fee, liquidated damages, or accelerated payment of fees beyond the notice period is payable under this Section. Where an SOW states a minimum commitment period, notice under this Section may not take effect before the end of that period.

17.4 Termination of the Agreement

Either party may terminate this Agreement on sixty (60) days’ written notice at any time when no SOW is active. Termination of this Agreement does not terminate an active SOW; each active SOW continues on its own terms, and this Agreement continues to govern it until it ends.

17.5 Termination for Cause

Either party may terminate immediately on written notice if the other materially breaches and fails to cure within fifteen (15) days of notice (ten (10) days for payment breaches); becomes insolvent or subject to bankruptcy or similar proceedings; or engages in conduct that, in the terminating party’s reasonable judgment, creates material legal, regulatory, reputational, or safety risk. If Consultiply terminates for cause, Client owes all earned fees and expenses through the effective date, plus an amount equal to the fees that would have become payable during a sixty (60) day notice period under Section 17.3, and any amount payable under Section 17.7.

17.6 Effect; Survival

Termination does not relieve Client of payment for Services performed or fees committed, any amounts payable under Sections 17.3, 17.5 or 17.7, or obligations that survive. Sections 1, 6 (including acceleration), 7, 8, 9, 10 through 14, 16, 17.6, 17.7, 17.8, and 18 through 36 survive termination, together with any provision that by its nature should survive.

17.7 Term-Discount Repricing

Where an SOW provides a reduced rate in consideration of a longer term, and that SOW ends before the end of that term (or is amended to shorten that term), other than by Consultiply’s termination for convenience or Client’s termination for cause, the fees for the period actually served are recalculated, for each month of the period actually served, at the rate for the shortest published tier whose term equals or exceeds the commitment then in effect for that month under the SOW (as amended), and Client pays the difference. This is a repricing of Services actually received to reflect the commitment actually made. It is not a termination fee, a penalty, or liquidated damages.

Acknowledgment. The parties acknowledge that the rate applicable to a longer term is lower than the rate applicable to a shorter term by reason of the length of the commitment; that the repricing in this Section recovers the difference between the rate Client received and the rate that Client's actual period of service would have earned under Consultiply's published tiers; and that this is accordingly an adjustment to price rather than an assessment of damages. Each party further acknowledges that the sixty days' written notice available to each of them under Section 17.3, and the fees payable during that notice period, are material elements of the bargain reflected in the rates set out in the applicable Order Form or SOW.

17.8 Application to Order Forms

Each reference in this Section 17 to an SOW applies equally to an Order Form, and each reference to the SOW Term applies equally to the term stated in an Order Form. Sections 17.1 and 17.4 apply as though the words "or Order Form" followed each reference to an SOW, so that this Agreement remains in effect while any Order Form is active, and may be terminated under Section 17.4 only when no SOW and no Order Form is active. For the purposes of Section 13.2, where a claim arises under an Order Form rather than an SOW, the cap is calculated by reference to the fees paid under that Order Form, as adjusted by Section 13.4.

18. SUSPENSION

Consultiply may suspend Services immediately and without prior notice for non-payment of undisputed amounts; material breach; abusive, threatening, harassing, or unethical conduct toward Consultiply personnel; reasonable concern about legal, regulatory, ethical, or safety risk; or Client’s refusal to provide access or information reasonably required to perform. Suspension is not a breach by Consultiply and does not relieve Client of payment obligations.

19. FORCE MAJEURE

Neither party is liable for delay or failure to perform (other than payment) caused by events beyond its reasonable control, including natural disasters, epidemics, war or civil unrest, government action, labor disputes, power or telecommunications failures, cyberattacks on third-party infrastructure, supply-chain disruption, and any failure, outage, pricing or terms change, or discontinuation of a Third-Party Tool. The affected party will use reasonable efforts to resume. If the event continues beyond thirty (30) days, either party may terminate the affected SOW on written notice.

A security incident affecting Consultiply's own systems is addressed under the Information Security Program at Schedule 2 and is not a force majeure event for the purposes of this Section. This Section does not excuse Consultiply from any obligation in respect of such an incident.

20. ASSIGNMENT AND SUBCONTRACTING

20.1 Assignment.

Client may not assign or transfer this Agreement without Consultiply's prior written consent; a change of control of Client is an assignment for this purpose, and any unauthorized assignment is void. Consultiply may assign this Agreement to a successor in a merger, acquisition, or sale of substantially all of its assets.

20.2 Right to Engage.

Consultiply may engage employees, independent contractors, subcontractors, affiliates and delivery partners to perform any part of the Services, without further consent from Client.

20.3 Responsibility.

Consultiply remains responsible for performing its obligations under this Agreement notwithstanding any such engagement, and is responsible for the acts and omissions of each person it engages to the same extent as for its own. Consultiply shall ensure that each such person with access to Client Data or Client Confidential Information is bound by confidentiality and security obligations no less protective than those in this Agreement.

20.4 No Direct Relationship.

Client has no contractual relationship with, and no right to bring a claim directly against, any person Consultiply engages under this Section. All claims of Client relating to the Services shall be brought against Consultiply.

20.5 Location of Personnel and Data.

Consultiply may use personnel located outside the United States in delivering the Services. Where Client requires that Client Data be accessed, processed or stored only within the United States, or only by personnel located within the United States, Client may state that requirement in an Order Form or SOW, and Consultiply shall comply with it for the engagement to which that document relates. Absent such a statement, no geographic restriction applies.

21. NOTICES

Notices must be in writing and delivered by email with confirmation of receipt, or by certified mail or recognized overnight courier. Notices to Consultiply: legal@consultiply.ai, with a copy to 2048 41st St, Queens, NY 11105. Notices to Client: the email and address stated in the applicable Order Form or SOW.

22. GOVERNING LAW, DISPUTE RESOLUTION, AND VENUE

22.1 Governing Law

This Agreement is governed by the laws of the State of New York without regard to its conflict-of-laws rules. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

22.2 Mediation First

Before filing suit, the parties will attempt in good faith to resolve any dispute by non-binding mediation before a mutually agreed mediator in New York County, New York, sharing the mediator’s fees equally. Mediation will occur within sixty (60) days of a written request unless the parties agree otherwise. This Section does not bar emergency injunctive relief.

22.3 Exclusive Venue

Any action not resolved by mediation will be brought exclusively in the state or federal courts located in New York County, New York. Each party consents to personal jurisdiction there and waives any objection based on venue or inconvenient forum.

22.4 Jury Trial Waiver

EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. THIS WAIVER IS A MATERIAL INDUCEMENT FOR BOTH PARTIES.

22.5 Attorneys’ Fees

In any action to enforce these Terms, the prevailing party may recover its reasonable attorneys’ fees, expert fees, and costs.

22.6 Limitations Period

Any claim arising out of or relating to these Terms must be brought within one (1) year after it accrues, except Consultiply’s claims for non-payment, which may be brought within the period New York law allows. This shortened period is a deliberate allocation of risk.

23. AMENDMENTS

Amendments require a writing signed by both parties' authorized representatives, except that Consultiply may update this MSA for future Order Forms and SOWs by posting a revised version and giving notice; the version in effect when an Order Form or SOW is signed governs that Order Form or SOW, except that Consultiply may update Schedule 2 (Information Security Program), Schedule 3 (Insurance) and Schedule 4 (Acceptable Use) from time to time to reflect changes in its operations, its insurance program, applicable law, or industry practice, provided that no such update materially reduces the protections afforded to Client or materially increases Client's obligations. Updated Schedules are published at consultiply.ai/legal, and superseded versions remain available in the archive at that address. Consultiply shall make the current version of each such Schedule available to Client on request and shall notify Client of any material update to any of them.

24. NO WAIVER

Failure or delay in enforcing any provision is not a waiver. A waiver is effective only if in writing and signed by the waiving party.

25. SEVERABILITY AND REFORMATION

If any provision is held invalid or unenforceable, it will be reformed to the minimum extent necessary to make it enforceable while preserving the parties’ intent, and the remainder continues in full force.

26. ENTIRE AGREEMENT

This Agreement, together with all Order Forms and SOWs and incorporated addenda and Schedules, is the entire agreement between the parties and supersedes all prior proposals, discussions, and agreements on its subject matter. Pre-printed terms on Client purchase orders, invoices, or vendor portals are rejected and have no effect.

27. COUNTERPARTS AND ELECTRONIC SIGNATURES

This Agreement may be signed in counterparts, each an original and together one instrument. Electronic signatures and signed PDFs have the same force as handwritten signatures under the New York Electronic Signatures and Records Act (State Technology Law §§ 301–309) and the federal E-SIGN Act (15 U.S.C. § 7001 et seq.).

28. MISCELLANEOUS

Headings are for convenience only. This Agreement will not be construed against either party as drafter. There are no third-party beneficiaries. Each signatory represents that it has authority to bind the party for which it signs.

29. ARTIFICIAL INTELLIGENCE AND DATA USE

29.1 Use of AI in Delivery

Consultiply uses artificial intelligence and machine learning systems, including large language models operated by third parties, in delivering the Services. These systems may be used to analyze information Client provides, to draft and review work product, to build and operate the workflows, automations and agents described in a SOW, and to support Consultiply's own internal operations. Consultiply remains fully responsible for the Services under this Agreement regardless of the tools used to deliver them. No AI-generated output is delivered to Client as work product without review and approval by a named Consultiply lead.

29.2 No Training on Client Data

Consultiply does not and will not use Client Data, Client Confidential Information, or any prompt, input, output, transcript, document or record created in the course of delivering the Services to Client, to train, fine-tune, adapt, evaluate or otherwise improve any artificial intelligence or machine learning model for use with any other client or for any general-purpose model. This commitment is absolute. It is not subject to consent, waiver, exception, or any provision of an Order Form or SOW. Consultiply shall engage each third-party AI provider it uses in delivering the Services on terms that exclude Client Data from that provider's own model training, and shall not use a provider for work involving Client Data where such terms are unavailable.

29.3 Operational Telemetry

Consultiply may collect and retain operational telemetry generated by its delivery of the Services, including run counts, error and exception rates, cycle and handling times, adoption and utilization measures, maturity and readiness scores, and comparable operational metrics (“Operational Telemetry”). Consultiply may aggregate Operational Telemetry with that of other clients and may use the aggregated result to measure, operate, improve, benchmark and describe its services, including in materials made available to other clients and to the market. As conditions of this Section: (a) Operational Telemetry excludes Client Data, Client Confidential Information, and the substantive content of any prompt, input, output, document or communication; (b) aggregated Operational Telemetry shall be de-identified so that it does not identify, and is not reasonably capable of identifying, Client, any Authorized Contact, any Client personnel, or any individual; and (c) Consultiply shall not publish or disclose any benchmark, statistic, ranking or comparison derived from aggregated Operational Telemetry in a form that permits Client to be identified, whether alone or in combination with other information reasonably available to a recipient. As between the parties, Consultiply owns aggregated Operational Telemetry and all rights in it. Client's rights in Client Data are unaffected by this Section.

29.4 Prompts, Outputs and Records on Termination

On termination or expiry of a SOW or Order Form, Client's prompts, inputs, outputs and associated records held by Consultiply are treated as Client Data for the purposes of the export and deletion provisions of this Agreement.

29.5 Model and Provider Changes

Consultiply may change the AI providers, models or model versions it uses to deliver the Services. Where such a change is within Consultiply's control and would materially reduce the functionality of a Deliverable that has been accepted, Consultiply shall notify Client and, where an active Care engagement covers that Deliverable, shall address the change under the terms of that engagement. Where no active Care engagement covers the Deliverable, Consultiply has no obligation to remediate the effect of a change made by a third-party provider.

29.6 Transparency

On Client's reasonable written request, Consultiply shall identify the AI providers and model families it uses in delivering the Services to Client.

30. THIRD-PARTY TOOLS

30.1 Scope

Where Consultiply procures, provisions, resells or administers third-party software, models, platforms, subscriptions, tooling or services on Client's behalf, Client's use of them is governed by the applicable third-party terms, which Consultiply shall identify or make available to Client on or before the Order Form or SOW under which they are provided.

30.2 No Warranty

Consultiply gives no warranty of any kind in respect of Third-Party Tools, which are provided as they are. Consultiply's responsibility is limited to procuring, provisioning and administering the Third-Party Tool as described in the applicable Order Form or SOW, and to passing through any vendor warranty to the extent the vendor permits.

30.3 Vendor Changes

The availability, functionality, pricing, model versions and terms of Third-Party Tools are determined by the vendor and may change without notice to Consultiply or Client. Consultiply may pass through a vendor price increase on a Third-Party Tool, with reasonable advance notice to Client where practical. Such a pass-through applies to the Third-Party Tool charge only and does not change Consultiply's own fees.

30.4 Consumption Charges

Where a Third-Party Tool is billed by consumption, including by tokens, compute, storage, calls or events, the vendor's metering shall be the measure of consumption absent manifest error, and consumption charges shall be invoiced in arrears. Where an Order Form, SOW or service schedule states a consumption cap, Consultiply shall manage consumption against that cap and shall notify Client before the cap is exceeded, in accordance with that document. Where no cap is stated, Client is responsible for actual consumption, and Consultiply shall use reasonable efforts to alert Client to any material variance from the level of consumption previously observed or estimated.

31. NO GUARANTEE AND NO OUTCOME

This Section supplements, and does not replace, Sections 7, 10, 11, 12, 13 and 22. Where this Section states a more specific or stricter limitation in Consultiply's favor than another provision of this Agreement, the more protective provision controls.

31.1 No Performance or Outcome Guarantee

Consultiply gives no representation, warranty, or guarantee, express, implied, statutory, or otherwise, as to any outcome of the Services, including: revenue, profit, sales, conversions, opportunities, market share, customer acquisition or retention, or any other commercial result; cost savings, efficiency, productivity, headcount effects, or workforce change; return on investment, payback period, or business-case realization; operational improvement, throughput, or cycle-time reduction; time-to-result, implementation speed, adoption rate, or change-management success; the quality, accuracy, completeness, currency, or reliability of any AI output, model response, agent action, or recommendation; the performance, uptime, availability, latency, pricing, or continued existence of any Third-Party Tool; or compliance with any law, regulation, framework, certification, or standard.

31.2 Illustrative Figures

Any forward-looking statement, range, benchmark, illustrative figure, projection, modeled estimate, or example outcome communicated by Consultiply in a proposal, presentation, sales conversation, discovery call, diagnostic readout, demo, workshop, marketing material, case study, prior engagement, or any other context is illustrative only and is not a representation, warranty, or guarantee. Where Consultiply presents a profit-gap or ROI figure, it is presented as a range with its method stated, and the range is an estimate, not a commitment. Only obligations expressly stated in a written SOW signed by both parties are enforceable.

31.3 Advisory Role; Client Execution Responsibility

Unless an SOW expressly states otherwise, Consultiply's role is strategic, advisory, and consultative. Execution, implementation, deployment, integration, change management, training adoption, vendor performance, and operational decisions are Client's sole responsibility. Results depend materially on factors within Client's control, including execution discipline, internal resources, data quality, decision speed, organizational alignment, and prioritization. Consultiply cannot control Client's personnel, vendors, systems, processes, or outcomes. Where Consultiply oversees or coordinates a third-party vendor at Client's request, Consultiply's obligation is limited to the oversight activities stated in the SOW; the vendor's work, and any warranty for it, remains between Client and that vendor. Consistent with Section 4, Consultiply is not Client's employee, agent, partner, joint venturer, or fiduciary.

31.4 No Reliance on Projections, Examples, or Prior Results

Any example, projection, benchmark, case study, reference, prior client outcome, customer-zero result, or anecdote shared by Consultiply is provided for illustrative or educational purposes only. Past performance, whether of Consultiply, of Client, of any Third-Party Tool, or of any AI model, does not predict future results. No oral, written, electronic, or other statement by any Consultiply representative, in any channel, is a guarantee, warranty, or commitment. Client confirms it has not relied on any such statement or example in deciding to engage Consultiply and is engaging Consultiply solely on the written terms of this Agreement and the applicable SOW.

31.5 No Implied Warranties

In addition to Section 7, Consultiply disclaims all implied warranties to the fullest extent permitted by New York law, including merchantability, fitness for a particular purpose, non-infringement, accuracy, completeness, currency, suitability for Client's specific business, legal, or operational context, and any warranty arising from course of dealing, course of performance, or usage of trade. All Services and Deliverables are provided "AS IS" and "AS AVAILABLE."

31.6 Business Decisions and Assumed Risk

All business decisions, including whether and how to act on any recommendation, Deliverable, AI output, or analysis, remain solely Client's. Consultiply makes no business, legal, financial, employment, compliance, security, or operational decision on Client's behalf. Client assumes all risk of implementing, modifying, or declining to implement any recommendation, and, per Section 12, releases Consultiply from any claim arising from a declined or unimplemented recommendation.

31.7 No Guarantee of AI Performance

Without limiting Sections 10, 11 or 32: AI systems, including large language models, foundation models, agentic and retrieval-augmented systems, and other generative or predictive AI, are probabilistic, non-deterministic, and continuously evolving. Their outputs may be inaccurate, incomplete, biased, fabricated, outdated, internally inconsistent, or otherwise unreliable, and may vary materially between executions on identical inputs. Model behavior, accuracy, latency, pricing, terms, data handling, and availability may change without notice at the provider's discretion. Consultiply guarantees nothing regarding the performance, reliability, accuracy, consistency, safety, or business value of any AI tool, model, agent, prompt, prompt library, workflow, integration, or implementation, whoever developed it. AI outputs do not replace human judgment, professional expertise, or independent verification; Client alone reviews, validates, and approves all AI outputs before relying on, distributing, deploying, or acting on them.

31.8 Limitation of Claims

No claim, demand, action, or proceeding may be brought against Consultiply or any Released Party (as defined in Section 11) based on: failure to achieve any expected, hoped-for, projected, or estimated result; dissatisfaction with outcomes, pace, or perceived value; differences between Client's expectations and actual performance; market, competitive, regulatory, or technology change or other external factors; the conduct, performance, pricing, terms, or discontinuation of any Third-Party Tool; or AI hallucination, error, omission, bias, or inaccuracy. Claims against Consultiply may be brought only for material breach of an express written obligation in this Agreement or a signed SOW, and remain subject in all respects to this Agreement's exclusions, caps, waivers, and procedures, including the exclusion of indirect and consequential damages (Section 13.1), the aggregate cap (Section 13.2), mediation first (Section 22.2), exclusive New York County venue (Section 22.3), the jury-trial waiver (Section 22.4), and the one-year limitations period (Section 22.6).

32. AI RISK AND LIABILITY DISCLOSURE

This Section supplements Sections 10, 11 and 31. The AI-specific acknowledgments, waivers, and limitations in this Section are cumulative with, and never narrower than, those elsewhere in this Agreement.

32.1 What Artificial Intelligence Is and Is Not

AI systems, including large language models, foundation models, generative AI, machine-learning platforms, agents, and related technology, have inherent limits. They are probabilistic and non-deterministic, so the same input can produce different outputs at different times. They can produce results that are inaccurate, incomplete, misleading, biased, outdated, or unexpected, and can state fabricated information with apparent confidence ("hallucinations"). They depend on training data that may contain errors or be out of date, reflect biases inherited from data or design, and change as their providers update, deprecate, or replace them. AI output is never a sole source of truth and must be reviewed and verified by qualified human personnel before use.

32.2 No Reliance on AI Outputs

All AI-generated outputs, recommendations, analyses, and artifacts are advisory and informational only. Client alone is responsible for reviewing, validating, and approving any AI-assisted output or decision before relying on, distributing, deploying, or implementing it. Consultiply gives no warranty as to the accuracy, legality, suitability, completeness, or fitness of any AI-generated output, and Client assumes full responsibility for how AI outputs are used in its business, products, and services.

32.3 No Regulated Professional Advice

Consultiply is an AI advisory firm. It does not provide legal advice; financial, accounting, or tax advice; investment, insurance, or financial-planning advice; medical, mental-health, or healthcare advice; regulatory or compliance certifications; or any other regulated professional advice. Observations touching regulated matters are general only. Client must consult licensed professionals before acting, and AI-related recommendations do not replace their advice.

32.4 Regulatory and Compliance Uncertainty

Laws, regulations, executive orders, and enforcement standards governing AI are changing rapidly at the federal, state, and international levels, and vary by jurisdiction, industry, and use case (including, without limitation, HIPAA, GLBA, FCRA, COPPA, GDPR, CCPA/CPRA, FTC Act Section 5, the EU AI Act, New York City Local Law 144 on automated employment decision tools, and emerging state AI laws). Conduct acceptable today may later be restricted or subject to disclosure, audit, or impact-assessment obligations. Consultiply cannot and does not guarantee that any deliverable, recommendation, prompt, model, or implementation will remain compliant with future requirements. Client alone is responsible for determining which laws apply to it; ensuring its own compliance, licenses, consents, and registrations; conducting any required assessments, audits, or disclosures; and responding to any regulatory inquiry or enforcement action.

32.5 Third-Party Tools and Platforms

Consultiply may recommend, configure, integrate with, or discuss Third-Party Tools, including offerings from foundation-model providers, AI-platform providers, and major cloud and productivity platform providers. Those tools are owned and controlled by others. Consultiply does not control their availability, accuracy, pricing, terms, data handling, or continued existence. Client's use of them is governed by those providers' own terms, acceptable-use and privacy policies, which Client is solely responsible for reviewing and accepting. Providers may use, retain, log, or train on Client Data in ways outside Consultiply's control. Outages, changes, deprecations, security incidents, pricing changes, and discontinuations are not Consultiply's responsibility, and any claim arising from a Third-Party Tool lies between Client and that provider.

32.6 Data, Security, and Privacy

Client controls what data, content, credentials, and information it shares with AI tools and with Consultiply, and is solely responsible for having all rights, consents, and licenses needed to share it. Consultiply does not control how Third-Party Tools store, transmit, retain, train on, or process data. Client is solely responsible for its own cybersecurity controls, backups, access management, encryption, and incident response, and for compliance with all data-protection, privacy, breach-notification, and confidentiality laws (including New York's SHIELD Act where applicable). Client expressly assumes all risk of data exposure or leakage; confidential or proprietary information shared with AI tools; personal information, protected health information, payment-card data, or other regulated data; trade secrets and competitively sensitive information; breaches, ransomware, malware, phishing, business-email compromise, and other incidents involving Client's systems or accounts; and loss, corruption, or destruction of Client Data whenever it occurs.

32.7 No Guarantee of Results

Consultiply makes no representation, warranty, or guarantee regarding revenue, profit, savings, return on investment, or any business or financial outcome; productivity, efficiency, or workforce impact; time-to-value, adoption rates, or success metrics; the performance, uptime, or availability of any AI system or Third-Party Tool; any specific result from AI adoption or implementation; or compliance with any certification, framework, or standard. Results depend on Client's execution, data quality, internal processes, decision-making, change management, and many factors outside Consultiply's control. AI can amplify value; it does not create value independently of Client's own effort.

32.8 Limitation of Liability and Waiver

READ CAREFULLY. THIS SECTION SIGNIFICANTLY LIMITS CONSULTIPLY'S LIABILITY.

TO THE FULLEST EXTENT PERMITTED BY NEW YORK LAW, CLIENT WAIVES, RELEASES, AND HOLDS HARMLESS CONSULTIPLY AND THE RELEASED PARTIES FROM ALL CLAIMS, LOSSES, DAMAGES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES), IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR OTHERWISE, ARISING OUT OF OR RELATING TO: ANY AI-GENERATED OUTPUT, RESPONSE, RECOMMENDATION, ANALYSIS, OR ARTIFACT, INCLUDING ANY HALLUCINATION, INACCURACY, BIAS, OMISSION, OR ERROR; ANY DECISION OR ACTION TAKEN OR NOT TAKEN BY CLIENT BASED ON AI OUTPUTS, DELIVERABLES, OR CONSULTIPLY'S SERVICES; ANY BUSINESS LOSS, LOST REVENUE, LOST PROFIT, LOST OPPORTUNITY, OR BUSINESS INTERRUPTION; ANY REGULATORY FINE, PENALTY, INVESTIGATION, OR ENFORCEMENT ACTION IMPOSED ON CLIENT; ANY ACTUAL OR ALLEGED COMPLIANCE FAILURE; ANY DATA LOSS, CORRUPTION, BREACH, RANSOMWARE, MALWARE, PHISHING, OR OTHER CYBERSECURITY INCIDENT INVOLVING CLIENT'S SYSTEMS OR ACCOUNTS; ANY ACT, OMISSION, OUTAGE, PRICING OR TERMS CHANGE, DATA PRACTICE, OR DISCONTINUATION OF ANY THIRD-PARTY TOOL; AND ANY HARM TO CLIENT'S CUSTOMERS, EMPLOYEES, END USERS, OR OTHER THIRD PARTIES RESULTING FROM CLIENT'S USE, DEPLOYMENT, OR DISTRIBUTION OF AI TOOLS, OUTPUTS, OR DELIVERABLES.

Consultiply's role under this Agreement is advisory only. Consultiply's total aggregate liability for AI-related Services is governed by Section 13. Nothing in this Section expands Consultiply's liability beyond that cap.

32.9 Client Indemnification

Client will defend, indemnify, and hold harmless Consultiply and the Released Parties from any third-party claim, loss, damage, liability, fine, settlement, or expense (including reasonable attorneys' fees) arising from Client's use, deployment, modification, or distribution of any AI output, recommendation, or Deliverable; Client's selection, use, or reliance on any Third-Party Tool; Client's failure to comply with any law or standard; inaccurate, incomplete, or unauthorized information or Client Data provided to Consultiply or any Third-Party Tool; claims by Client's customers, employees, end users, or other third parties arising from Client's products, services, or use of AI; any cybersecurity incident or data loss involving Client's systems or accounts; and any infringement claim arising from Client's use, modification, or distribution of AI outputs. This indemnity supplements, and does not replace, Section 14.

32.10 Acknowledgment of Risk

Client acknowledges that AI involves inherent, evolving, and not fully knowable risks; that Consultiply has made no representation or warranty beyond those expressly stated in writing in this Agreement or the applicable SOW; that Client has had the opportunity to review this Agreement with its own counsel; and that Client accepts full responsibility for its AI-related decisions, deployments, and implementations. This Agreement reflects a deliberate allocation of risk between sophisticated parties, and Consultiply's fees are set in reliance on it.

33. SCHEDULES

33.1 Incorporation

The Schedules listed in Section 33.4 are annexed to and form part of this Agreement. Each Schedule is binding on the parties as if set out in full in the body of this Agreement, and each applies as its own terms state. The Schedules are reproduced in Part Two of this document and are also published at consultiply.ai/legal.

33.2 Version in Force

Each Schedule carries its own version. The version of each Schedule in effect on the date the applicable Order Form or SOW is signed governs that engagement. The cover of this Agreement states the version of each Schedule in force on the date of this Agreement, and a copy of each as in force on that date is furnished with this Agreement.

33.3 Updates

Schedules 2, 3 and 4 may be updated by Consultiply under Section 23. An update made under Section 23 takes effect without re-execution of this Agreement. Schedule 1 may not be introduced or modified except by a writing signed by both parties.

33.4 The Schedules

• Schedule 1, Service Levels. Reserved. No service level commitment applies to the Services unless an Order Form or SOW expressly incorporates a service level schedule executed by both parties.
• Schedule 2, Information Security Program. Consultiply's security practices.
• Schedule 3, Insurance. Coverage maintained by Consultiply.
• Schedule 4, Acceptable Use. Rules governing Client's use of Deliverables and Consultiply IP.

34. CURE AND PERFORMANCE-BASED EXIT

34.1 Notice of Deficiency. Where Client considers that Consultiply has failed to perform an express written obligation stated in this Agreement or in a signed Order Form or SOW, Client may give Consultiply written notice describing the failure in reasonable detail and identifying the obligation said to have been missed (a "Notice of Deficiency").

34.2 Right to Cure. Consultiply shall have thirty (30) days from receipt of a Notice of Deficiency to cure the failure, or, where the failure is not reasonably capable of cure within that period, to begin a cure within that period and pursue it diligently to completion. Consultiply shall keep Client informed of the steps taken.

34.3 Exit on an Uncured Deficiency. Where Consultiply has not cured within the period in Section 34.2, Client may terminate the affected Order Form or SOW by written notice, with effect at the end of the notice period in Section 17.3.

34.4 Effect of an Exit under this Section. On a termination under Section 34.3:

(a) Section 17.7 (Term-Discount Repricing) does not apply, and no repricing amount is payable in respect of the period served;

(b) Section 17.3 continues to apply, so that the Services continue and the fees stated in the Order Form or SOW remain payable through the end of the notice period; and

(c) Client owes fees earned through the effective date of termination, together with any non-cancelable third-party cost Consultiply committed on Client's behalf before receiving the Notice of Deficiency.

34.5 What is not a Deficiency. For the avoidance of doubt, and consistent with Sections 7, 10, 11, 12, 13, 31 and 32, none of the following is a failure to perform an express written obligation for the purposes of this Section: dissatisfaction with an outcome, a result, the pace of progress or perceived value; failure of the Services to produce any revenue, saving, efficiency or other business result; a change in Client's priorities, budget or personnel; the availability of an alternative provider at a lower price; the conduct, performance, pricing or discontinuation of any Third-Party Tool or of any vendor engaged by Client; or any act or omission of Client or of a person engaged by Client. This Section is available for a failure to do what Consultiply expressly agreed in writing to do, and for nothing else.

34.6 Relationship to Section 17. This Section supplements and does not limit Section 17. Termination for cause under Section 17.5 remains available to either party on its own terms. Where Client terminates other than under this Section or Section 17.5, Sections 17.3 and 17.7 apply in full.

35. ASSIGNMENT OF DELIVERABLES

35.1 How Ownership Transfers. Section 8.2 provides that Deliverables are licensed rather than sold unless the applicable Order Form or SOW expressly assigns them. An Order Form or SOW effects such an assignment where it identifies the Deliverables assigned and states that Consultiply assigns to Client all right, title and interest in them under Section 8.2. Where an Order Form or SOW does so, the assignment takes effect on Consultiply's receipt of full payment of the fees due under that document, and Section 8.2's default licence does not apply to the Deliverables assigned.

35.2 Consultiply IP is Not Assigned. No assignment under Section 35.1 transfers any Consultiply IP, including any template, framework, methodology, prompt library, evaluation tool, classification scheme, acceptance-test pattern or scorecard logic underlying a Deliverable, whether or not embedded in it. Consultiply IP remains subject to Sections 8.1, 8.2 and 8.3. Where Consultiply IP is embedded in a Deliverable assigned under Section 35.1, Client's right to use that Consultiply IP as part of the Deliverable is governed by the perpetual licence in Section 8.2 and not by Section 8.3.

35.3 External Licensing. A licence granted to Client under Section 8.2 is for Client's internal business use. Any right for Client to resell, sublicense, distribute or operate a Deliverable or any Consultiply IP as a service for Client's own customers is granted only where an Order Form or SOW expressly says so, and is not implied by an assignment under Section 35.1 or by any other provision.

36. VENDOR INTRODUCTIONS AND DISCLOSURE

36.1 Disclosure at Introduction. Where Consultiply introduces or recommends to Client any vendor, delivery partner, product or platform in which Consultiply or any of its principals holds a financial interest, an advisory position, a referral arrangement or any other interest that a reasonable client would wish to know of, Consultiply shall disclose that interest to Client in writing at the time of the introduction or recommendation.

36.2 Vendor Compensation. Subject to Sections 36.4 and 36.5, Consultiply reserves the right to receive fees, commissions, referral payments, resale margins, rebates, incentives or other compensation from vendors in connection with products or services Client obtains from or through them. Such compensation belongs to Consultiply and does not reduce the fees payable under this Agreement. Consultiply has no obligation to notify Client of any such compensation or to disclose its nature or amount, and compensation under this Section is not an interest requiring disclosure under Section 36.1. Consultiply's recommendations are not conditioned on Client purchasing through Consultiply, and where a vendor offers a product or service directly, Client may obtain it directly.

36.3 Client Identity with Third Parties. Where Consultiply consults a delivery partner or other third party about Client's requirements before that party is engaged on Client's work and bound under Section 20.3, Consultiply shall not identify Client and shall confine what it shares to what is reasonably necessary to obtain the advice sought.

36.4 Client-Engaged Services. Where Client contracts directly with, and pays, any person for software development, integration, automation, configuration, deployment, engineering, implementation or consulting services ("Professional Services"), Consultiply takes no fee, commission, referral payment, markup, margin or other compensation of any kind from that person in connection with Client's spend with it, whether or not Consultiply introduced, recommended, scoped, specified or oversees that person. This applies equally where Consultiply or any of its principals holds a relationship with that person, which Consultiply discloses under Section 36.1. This Section does not apply to the extent that an Order Form or SOW signed by Client expressly provides, with reference to this Section 36.4, that a delivery partner introduced by Consultiply will contract with and bill Client directly; Section 36.2, and not this Section, then applies to that arrangement.

36.5 Consultiply-Delivered Services. Where an Order Form or SOW places Professional Services within Consultiply's scope, those Professional Services are Services under this Agreement. Consultiply contracts for them, bills Client for them at the fees stated in that Order Form or SOW, and may perform them through any person it engages under Section 20.2, including a delivery partner with which Consultiply or any of its principals holds a relationship. Consultiply engages and pays each such person itself, Sections 20.3 and 20.4 apply, and Client has no payment obligation to that person. The fees stated in the Order Form or SOW are Consultiply's fees for the Services; neither the amount Consultiply pays any person it engages, nor the difference between that amount and those fees, is compensation under Section 36.2 or 36.4 or an interest requiring disclosure under Section 36.1.

SIGNATURES

Client is bound by this Agreement as set out in the ACCEPTANCE provision above. Signature below evidences that acceptance and binds Client to the whole of this Agreement, including the Schedules in Part Two.

PART TWO, SCHEDULES

SCHEDULE 1. SERVICE LEVELS

Reserved. No service level commitment applies to the Services unless an Order Form or SOW expressly incorporates a service level schedule executed by both parties.

SCHEDULE 2. INFORMATION SECURITY PROGRAM

Version 0.4 · September 2026. Annexed to and part of the Consultiply Master Services Agreement. Updatable under Section 23 without re-execution.

Consultiply's security practices, applicable to all Services. This Schedule describes Consultiply's current program as of the date of this Agreement.

2.1 Program

Consultiply maintains administrative, technical and physical safeguards designed to protect Client Data in its possession or control. The practices below describe Consultiply's current program. Consultiply will not materially degrade these practices during the term of an Order Form or SOW.

2.2 Governance

• Security ownership: a named principal (the Founder & CEO) owns Consultiply's security program and reviews it on a defined cadence.
• Written policies: Consultiply maintains written security, confidentiality and acceptable-use policies covering personnel and contractors.
• Review cadence: the program is reviewed at least annually and upon any material change to operations.

2.3 Personnel

• All employees and contractors are bound by written confidentiality and acceptable-use undertakings no less protective than this Agreement.
• Access is revoked on role change or exit, on a defined checklist.

2.4 Access Control

• Least privilege: access to systems holding Client Data is limited to what each role requires.
• Multi-factor authentication is required on administrative and remote access to systems holding Client Data.
• Shared accounts: no shared accounts are used for administrative access; each person has named credentials.

2.5 Data Protection

• Encryption in transit: Client Data is transmitted only over encrypted connections (TLS).
• Credentials and secrets are stored in a managed credential store, not in documents, chat, or code.
• Client Data is logically separated from other clients' data.
• Devices used to deliver Services have full-disk encryption enabled.

2.6 Endpoint and Network

• Endpoint protection is maintained on devices used to deliver Services.
• Access and administrative activity logging is maintained on systems that store or process Client Data.
• Patching: operating systems and applications are kept current on a defined cadence.
• Network traffic from devices used to deliver Services is routed through an always-on commercial virtual private network with DNS-level filtering of known malicious domains.

2.7 AI Providers

• Categories of AI provider used: foundation-model providers and AI-platform providers, engaged on their business or enterprise terms.
• Contractual footing: each AI provider used in delivering Services is engaged on terms that exclude Client Data from that provider's model training, consistent with Section 29.2; Consultiply does not use a provider for work involving Client Data where such terms are unavailable.

2.8 Incident Response

• Consultiply maintains a written incident response plan and follows it when incidents occur.
• A security incident affecting Consultiply's systems is handled under this Agreement's security provisions (Section 19 carve-out; this Schedule 2).
• Consultiply shall notify Client without undue delay after becoming aware of a security incident that affects Client Data in Consultiply's possession or control.

2.9 Business Continuity

• Recovery objectives for a specific Deliverable, where agreed, are stated in the applicable SOW or service schedule. Absent such a statement, no recovery objective is represented.

2.10 Certifications and Diligence

• Consultiply does not currently hold a third-party security attestation such as SOC 2 or ISO 27001.
• Diligence path offered instead: a written security-posture summary is made available on reasonable written request, not more than once per calendar year, under a mutually agreeable non-disclosure agreement.
• Client is not entitled to conduct an on-site audit of Consultiply's systems, facilities or personnel.

SCHEDULE 3. INSURANCE

Version 0.1 · September 2026. Annexed to and part of the Consultiply Master Services Agreement. Updatable under Section 23 without re-execution.

Coverage maintained by Consultiply, applicable to all Services.

3.1 Coverage

Consultiply maintains the following coverage:

3.2 Aggregate Limit

The limit stated above is a single policy aggregate applicable to all coverage under the policy. Limits are not cumulative and do not stack across coverage parts or insuring agreements.

3.3 Certificates

On Client's reasonable written request, not more than once per calendar year, Consultiply shall provide a certificate of insurance evidencing the coverage stated above.

3.4 Changes in Coverage

Consultiply shall notify Client in writing within thirty (30) days after the cancellation or non-renewal of the coverage stated above where it is not replaced with substantially similar coverage.

3.5 No Expansion of Liability

The maintenance of insurance under this Schedule does not limit, expand or otherwise modify the limitation of liability in this Agreement. The existence or amount of any coverage is not an admission or acknowledgment of any liability or obligation not otherwise expressly set out in this Agreement.

SCHEDULE 4. ACCEPTABLE USE

Version 0.1 · September 2026. Annexed to and part of the Consultiply Master Services Agreement. Updatable under Section 23 without re-execution.

Rules governing Client's use of Deliverables and Consultiply IP. This Schedule applies to every Deliverable, every item of Consultiply IP, and all Services.

4.1 Prohibited Uses

Client shall not, and shall not permit any person to, use any Deliverable, any Consultiply IP, or the Services to:

• act in breach of any applicable law or regulation;
• infringe or misappropriate the intellectual property, privacy or publicity rights of any person;
• make or materially determine a decision about an individual's employment, credit, housing, insurance, education, healthcare or access to a public benefit, without review of that decision by a named human being with authority to overturn it;
• disable, bypass or remove a human-approval step built into a Deliverable, or alter the allocation between automated action and human approval agreed at kickoff, otherwise than through the change-control process and with the approval of an Authorized Contact;
• present output generated by a Deliverable as having been authored by a person who did not author it, where doing so would mislead the recipient;
• rely on output generated by a Deliverable as the sole basis for legal, medical, tax, accounting or financial advice given to a third party, without review by an appropriately qualified professional;
• impersonate any person or organization, or generate material designed to be mistaken for the communication of a real person or organization;
• submit to a Deliverable any information belonging to a third party that Client does not have the right to submit;
• transmit or store material that is unlawful, defamatory, harassing, or that contains malicious code;
• attempt to gain unauthorized access to, probe or test any Consultiply system, or any third-party system, other than with express prior written authorization;
• reverse engineer, decompile or attempt to derive the structure or underlying methodology of any Consultiply IP, except to the extent that restriction is prohibited by applicable law;
• resell, sublicense or make any Deliverable or Consultiply IP available to a third party, or operate it as a service for a third party, except as the applicable SOW expressly permits; or
• use any Deliverable or Consultiply IP to build, train, benchmark or improve a product or service competitive with Consultiply.

4.2 Restricted Data

Client shall not submit to any Deliverable or to the Services:

• protected health information subject to HIPAA, unless the parties have first executed a Business Associate Agreement;
• cardholder data subject to the Payment Card Industry Data Security Standard, in any circumstance;
• information subject to ITAR, EAR-controlled technical data, or classified information, in any circumstance;
• any other category of information subject to a specialized regulatory regime, unless the parties have first agreed in writing that it may be submitted and have put the required terms in place.

Where Client intends to use the Services in connection with any of these categories, Client shall tell Consultiply in advance so the parties can determine what is required.

4.3 Investigation and Enforcement

Consultiply may investigate a suspected breach of this Schedule; may suspend the affected Services to prevent, contain or remediate a breach, in accordance with Section 18 (Suspension); and Client shall cooperate with any such investigation. A breach of this Schedule is subject to the indemnity provision at Section 14.

4.4 Reporting

A suspected breach may be reported to Consultiply at the legal notice address in Section 21.