Master Services Agreement

This Master Services Agreement (this "Agreement") is entered into by and between Humming Agent AI LLC, located at 5690 DTC Blvd #540E, Greenwood Village, CO 80111 ("Humming Agent" or "Provider"), and you ("Customer"). Humming Agent and Customer are sometimes referred to individually in this Agreement as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Humming Agent specializes in AI-driven automation, development, and modernization services, including AI-powered search engines, digital platforms, vector databases, automation workflows, and related support;

WHEREAS, Customer desires to engage Humming Agent to provide such services as described in one or more Statements of Work;

WHEREAS, the detailed terms and conditions governing the provision of Services, including but not limited to pricing, payment terms, service levels, performance standards, and specific obligations, are set forth in the Humming Agent Terms and Conditions available at https://www.hummingagent.ai/terms (the "Website Terms"), which are incorporated herein by reference as if fully set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual promises and covenants herein and subject to the Website Terms, the Parties agree as follows:

1. DEFINITIONS

Any capitalized term which is defined in this Agreement or the Website Terms shall have the same meaning when used in any Statement of Work, unless the language or context requires otherwise. SOW-specific definitions, if any, shall be included in the applicable SOW and apply only to such SOW. As used in this Agreement:

2. GENERAL

2.1 Agreement Structure

This Agreement contains general contractual terms for all AI-driven automation and development services to be provided by Humming Agent. The specific services that Humming Agent will provide, applicable pricing and payment terms, service level agreement, if any, and other transaction-specific provisions will be agreed upon through statements of work (each a "Statement of Work" or "SOW"). Each SOW shall be signed by both Parties and will be deemed to incorporate all of the provisions of this Agreement and the Website Terms by reference. Each SOW will be a separate agreement between Humming Agent and Customer.

2.2 Order of Precedence

In the event of any inconsistencies between the terms of this Agreement, the Website Terms, and the terms of any Statement of Work, the order of precedence shall be: (i) the Website Terms; (ii) this Agreement; and (iii) the applicable SOW. Unless expressly agreed to in writing by Humming Agent, Humming Agent rejects any terms and conditions contained in Customer's documents (e.g., purchase orders or other order documents).

3. SERVICES

3.1 Scope of Services

Subject to the terms and conditions in this Agreement, the Website Terms, and the applicable SOW, Humming Agent will use commercially reasonable efforts to perform the Services described in the applicable Statements of Work, including but not limited to modernizing Customer's platform with AI-driven automation, self-service research portals, digital newsletter delivery, and phased implementation as outlined in any proposal.

3.2 Designated Contact Persons

Each Party shall designate an individual who will be a primary point of contact and will have the authority to act and make decisions in all aspects of the Services, including PCRs, on behalf of their company.

3.3 Changes

In the event Customer wishes to add additional programs, applications or data sources, systems servers, network devices of any kind, or otherwise requests an expansion in the scope of the Services, then Customer shall present its request for such alterations to Humming Agent for scoping. No alterations will be permitted under this Agreement without a signed PCR.

3.4 Customer Responsibilities

Customer agrees to:

• Provide admin access to necessary systems, subscriptions, roles, and permissions within five (5) business days of request
• Be solely responsible for third-party costs (e.g., Azure consumption)
• Maintain compliance with security and regulatory obligations
• Ensure its environment meets vendor-supported standards
• Cooperate in good faith

3.5 Exclusions

Services do not include:

• Hosting, backup, or long-term storage of Customer Data by Humming Agent
• Remediation of Customer's existing environment or data hygiene
• Third-party licensing or premium features
• Custom integrations beyond SOW scope
• Guarantees against AI errors, biases, or hallucinations

3.6 Phase Acceptance and Cure Period

(a) Acceptance Testing. For each phase of the Services as described in the SOW, Customer shall have ten (10) business days following Humming Agent's delivery of the Phase deliverables to test such deliverables against the acceptance criteria and Performance Standards specified in the SOW or Website Terms.

(b) Cure Period. If Customer rejects the deliverables for failure to meet the acceptance criteria, Humming Agent shall have thirty (30) days from receipt of the rejection notice to remedy the deficiencies at no additional cost to Customer.

4. INTELLECTUAL PROPERTY

4.1 Ownership

Humming Agent retains all right, title, and interest in and to its pre-existing intellectual property, including any AI models, tools, or methodologies developed independently of this Agreement ("Provider IP"). Upon full payment for a Phase (as detailed in the applicable SOW), Customer is granted a non-exclusive, non-transferable, irrevocable, perpetual, worldwide license to use, reproduce, and modify the deliverables specific to that Phase for its internal business purposes, subject to the limitations in this Agreement and the Website Terms.

4.2 AI-Specific IP

Any improvements to Provider IP made during Services remain Humming Agent's property. Customer shall not reverse-engineer, decompile, or misuse deliverables.

5. CONFIDENTIALITY

Each Party agrees to hold the other's Confidential Information in strict confidence and not disclose it except as necessary for Services or as required by law. Obligations survive termination for 5 years. Additional confidentiality provisions are set forth in the Website Terms.

6. REPRESENTATIONS AND WARRANTIES

6.1 Mutual

Each Party represents it has authority to enter this Agreement.

6.2 By Humming Agent

Services will be performed in a professional manner using commercially reasonable efforts. NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. AI outputs are not guaranteed error-free.

6.3 By Customer

Customer has rights to Customer Data and Components; it will comply with laws.

7. INDEMNIFICATION

Each Party shall indemnify the other from third-party claims arising from its gross negligence or willful misconduct, up to fees paid/received in the prior 12 months (as detailed in an applicable SOW or Website Terms). Customer indemnifies Humming Agent for claims related to Customer Data or its use of Services. Additional indemnification details are governed by the Website Terms.

8. LIMITATION OF LIABILITY

NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES. TOTAL LIABILITY CAPPED AT THE TOTAL FEES PAID OR PAYABLE UNDER THE APPLICABLE SOW IN THE PRIOR 12 MONTHS. NO LIABILITY FOR AI-RELATED ISSUES BEYOND COMMERCIAL REASONABLENESS. See Website Terms for additional limitations.

9. DATA PROTECTION

Humming Agent will process Customer Data in accordance with applicable laws (e.g., CCPA). Humming Agent does not retain Customer Data post-Services except as required for support. Customer is responsible for backups and compliance.

Upon termination or expiration of this Agreement, or upon Customer's earlier written request, Humming Agent shall, within thirty (30) days: (i) return all Customer Data in a mutually agreed format; and (ii) securely delete all copies of Customer Data from its systems, except as required by law. Humming Agent's license to use Customer Data is limited solely to providing the Services and shall not include using such data for AI training, benchmarking, or any other purpose without Customer's explicit prior written consent.

10. TERM AND TERMINATION

10.1 Term

Initial term per SOW (e.g., 12 months), auto-renews annually unless 30 days' notice.

10.2 Termination

For cause (e.g., non-payment after 10 days' cure); mutual agreement. Upon termination, pay all fees due (as detailed in an applicable SOW or Website Terms); return/destroy Confidential Information. Notwithstanding the foregoing, Customer may terminate this Agreement or any Phase after completion and acceptance of a Phase upon thirty (30) days' written notice, paying only for completed and accepted Phases.

11. MISCELLANEOUS

11.1 Governing Law

Colorado law; venue in Denver County courts.

11.2 Force Majeure

Excused for events beyond control.

11.3 Assignment

Not without consent.

11.4 Notices

In writing to addresses above or as specified in the Website Terms.

11.5 Entire Agreement

This Agreement, together with the Website Terms and any applicable SOW, supersedes prior agreements.

11.6 Severability

Invalid provisions severed.

11.7 Non-Solicitation

No soliciting employees for 12 months post-termination.