Master Services Agreement

1. Definitions

“ Agreement ” means this MSA including theDPA and other documents incorporated by reference herein, and any Order Forms or Change Orders validly executed hereunder;

“ Build Package ” means the annual recurring managed services subscription specified in the applicable Order Form and detailed on the Build Package Rate Card, designed to ensure the Communications Services operate efficiently and satisfy business requirements throughout the Subscription Term;

“ Build Package Rate Card ” means PolyAI's standard documentation (available upon request) detailing the available tiers of Build Packages, including for each tier: (i) the annual price or consumption rate in CX Tokens; (ii) the corresponding allocation of Person Days or other services; and (iii) the specific support services, platform features, SLA entitlements, and account management benefits included;

“ Call ” means a voice-conversational interaction with the Virtual Agent;

“ Change Order ” means a written, mutually agreed modification to an Order Form that sets out scope, fees, client dependencies, and any other impacts to the Communications Services or Subscription Volume;

“ Chat ” means a written-conversational interaction with the Communications Services;

“ Client Systems ”means the systems owned and operated by you that are required for us to provide the Services, including but not limited to network connections, Client-designed agents (on our Platform) and telecommunications links from websites, telephonic systems and IT systems;

“ Communications Services ” means a multi-channel conversational transaction service which may include Calls, Chat, or SMS text automation supported by machine learning technology provided to you through our Platform, as specified in the applicable Order Form;

“ Contract Year ” means the twelve (12) month period commencing on the Subscription Term Start Date and each subsequent consecutive twelve (12) month period commencing on the anniversary of the Subscription Term Start Date (sequentially, “ Year 1 ,” “ Year 2 ,” and “ Year 3 ”);

“ CX Token ”means a non-monetary (non-fiat currency) usage credit which, in accordance with Section 4.3, can be applied against (i) Calls; (ii) Chats; or (iii) Professional Services, Build Packages, or other Services;

“ CX Token Price ” means the price per CX Token charged in the applicable Order Form.

“ Documentation ” means documentation such as usage instructions, documentary deliverables or any specifications of the Services from time to time;

“ DPA ” means the Data Processing Agreement available at https://poly.ai/dpa/ ;

“ Export Control and Sanctions Laws ” means any applicable export control, trade or financial sanctions laws, regulations, orders, directives, licenses and requirements of any governmental or other relevant authority with jurisdiction over activities undertaken in connection with this Agreement including but not limited to the United Kingdom, European Union, United Nations, and United States (each such authority being a “ Sanctions Authority ”);

“ Feedback ” any ideas, know-how, improvements, or suggestions that we may receive from you in connection with the Services;

“ Fees ” means the fees set out in the Order Form, together with any other fees, charges, Pass-Thru Costs, or expenses payable by Client under this Agreement;

“ Initial Build Phase ” has the definition and length in the applicable Order Form;

“ New IPR ” means any new intellectual property rights which are created as a result of, or in connection with, this Agreement, including any Feedback you provide us in respect of the Platform or Services;

“ Order Form ” means any validly executed order form entered into under the terms of this MSA;

“ Order Form Effective Date ” the date upon which an Order Form becomes effective;

“ Order Form Term ” means the period commencing on the applicable Order Form Effective Date and continuing for the applicable Subscription Term, unless terminated earlier in accordance with this MSA;

“ Person Day ” means 8 hours of Build Package Services by one PolyAI employee or PolyAI-contracted individual contributor;

“ Platform ” means our proprietary communications handling platform which is made up of our software and any third-party software that may be necessary for its functionality;

“ PolyAI Project Contact ” means the authorized representative of PolyAI who will steward the Services under the applicable Order Form;

“ Renewal Term ” means each successive period equal to the initial Subscription Term;

“ Restricted Territory ” means a country or territory that is subject to any general financial or trade restrictions or embargoes under Export Control and Sanctions Laws, which currently comprise: Cuba, Iran, North Korea, Syria, and the occupied regions of Ukraine;

“ Sanctioned Person ” means: (i) a person who is named on a restricted party list administered by a Sanctions Authority; (ii) a person ordinarily resident in or incorporated under the laws of a Restricted Territory; (iii) the government of a Restricted Territory; or (iv) an entity owned or controlled by, or acting on behalf of, one or more persons described in (i), (ii), or (iii) above;

“ Services ” means the Communications Services, the Platform, Build Package, and any professional services and any other services specified in the applicable Order Form;

“ Site ” means our website (available at https://poly.ai/ ) and its subdomains;

“ Subscription Term ” means the period of sequential, consecutive Contract Years specified in the applicable Order Form and any Renewal Terms thereof, commencing on the Subscription Term Start Date;

“ Subscription Volume ” means the amount of CX Tokens credited for each Year as set forth in the applicable Order Form, including CX Tokens allocated for a Build Package;

“ Term ” means the period commencing on the Order Form Effective Date and continuing until the termination or expiration of all applicable Order Forms under this Agreement;

“ Territory ” means the geographic region(s) specified on the applicable Order Form, if any; and

“ Virtual Agent ” means the features and functionality configured to deliver voice-conversational interactions via the Communications Services.

2. PolyAI Obligations

2.1. Provision of Services. Subject to and conditioned on Client’s payment of Fees and compliance with all terms and conditions of this Agreement, PolyAI:

(a) PolyAI will make the Services available to you in accordance with the terms of this Agreement and applicable Order Form(s);

(b) PolyAI hereby grants Client a limited, non-exclusive, fully paid up, non-sublicensable, non-transferable license to use the Platform and the Communications Services for the Term of this Agreement; and

(c) Client may request, and PolyAI may provide, additional Services via subsequent Order Form(s) or Change Orders, payable, at PolyAI’s discretion, via: (i) CX Tokens, including by purchasing additional CX Tokens where required; (ii) where applicable, unused Person Days; (iii) purchasing or upgrading a recurring Build Package; or (iii) paying cash.

2.2. Statement(s) of Work. For each Use Case in an Order Form, PolyAI shall document the applicable configuration, conversation flows, API integrations, success criteria, and other technical specifications in a written statement of work or similar scoping document, mutually finalized by the parties for the applicable Use Case(s) (an “ SOW ”). The SOW is an implementation document only and shall not modify any material legal or commercial terms or conditions, including, but not limited to, the Fees, Warranties, Indemnities, or Limitation of Liability set forth in this Agreement or the applicable Order Form. For Use Cases that fit into PolyAI’s standard deployment patterns (each, a “ Standard Use Case ”), the SOW will consist primarily of standardized elements requiring minor adjustments and is expedited pursuant to Section 2.2(a) below. Use Cases that exceed or differ from PolyAI's Standard Use Cases (each, a “ Non-Standard Use Case ”) require a fully scoped SOW prior to execution, pursuant to Section 2.2(b).

(a) Standard Use Cases. If an Order Form includes only PolyAI's Standard Use Cases (a ” Standard Order Form ”), then this Section 2.2(a) applies: The parties will complete and agree the SOW (the “ Final SOW ”) as soon as practicable after the Order Form Effective Date (not more than 30 days); provided that delay or pendency of the Final SOW shall not delay or condition commencement of the Initial Build Phase, accrual or payment of Fees (including any upfront or Initial Build Phase CX Token consumption), or Client’s performance of its obligations. PolyAI will provide the SOW to Client via email or other commercially reasonable means, and Client shall have five (5) business days to review the draft SOW and provide specific written comments, if any, regarding material non-conformity with the Order Form; failing which, the SOW is deemed Final. PolyAI will provide the Final SOW via email or other commercially reasonable means upon completion.

(b) Non-Standard Use Cases. If an Order Form includes one or more Use Cases that exceed or differ from PolyAI's Standard Use Cases (a “ Non-Standard Order Form ”), then the SOW must be finalized and attached to the Order Form prior to execution.

(c) Change Control. Following SOW approval, Client may request changes to the SOW as follows:

(i) Token Quote. For SOW changes that do not, in PolyAI’s determination, require additional Fees (beyond the existing CX Token balance) nor materially alter the scope or implementation timeline, and are payable using Client’s existing CX Token balance, Client may submit a change request via email (a “ Token Quote ”); PolyAI’s approval of such Token Quote will result in an immediate deduction of the applicable amount of CX Tokens from Client’s Subscription Volume; or

(ii) Change Orders. For SOW changes that, in PolyAI’s determination, require additional Fees (beyond the existing CX Token balance) or materially alter the scope or implementation timeline, the parties must execute a Change Order; execution of such Change Order will result in an adjustment to the Fees, scope, or timeline as specified therein.

(d) Client Dependencies. Client shall cooperate to facilitate the Initial Build, including providing necessary access, information, and approvals to finalize the SOW in accordance with this Section 2.2. PolyAI is not liable for delays caused by Client's failure to meet these dependencies.

2.3. Initial Build Phase.

(a) CX Token Consumption. Upon the Order Form Effective Date, 300,000 CX Tokens (or such other amount as may be specified in the applicable Order Form) shall be automatically deducted from the Subscription Volume allocated for Contract Year 1. Such deduction is earned as of the Order Form Effective Date, is non-refundable and non-recreditable, and shall not be reinstated or returned in whole or in part in the event Client elects not to proceed with, delays, suspends, terminates, or otherwise fails to complete the Initial Build Phase or the applicable Order Form after the Order Form Effective Date. This deduction covers the Use Case(s) specified in the Order Form. Any scope expansion beyond the Use Case(s) requires a Change Order and may require additional Fees or CX Tokens.

(b) UAT and Subscription Term Start Date. PolyAI will use commercially reasonable efforts to notify Client when the Use Cases are ready for testing (“UAT Notice”); provided that UAT Notice shall be deemed automatically given on the ninetieth (90th) day following the Order Form Effective Date and Client shall have fourteen (14) days from such UAT Notice to test conformity with the SOW (the “UAT Period”). The Use Cases shall be deemed accepted and the Subscription Term shall commence upon the earlier of (i) Client’s written acceptance, and (ii) the expiry of the UAT Period (the “ Subscription Term Start Date ”).

2.4. Build Package Consumption. If Client purchases a Build Package on an Order Form, then the CX Tokens attributed to a Build Package will be automatically deducted from the Subscription Volume at the start of each Contract Year, and Client shall be credited the Person Days and entitled to the benefits as detailed in the then-current Build Package Rate Card. Such Credited Person Days are solely available for: (a) the services and support described in the Build Package Rate Card for the applicable Build Package; and (b) net new use cases pursuant to a separate quote and mutually agreed SOW. Person Days expire at the end of each Contract Year and do not roll over.

2.5. Maintenance. We will use reasonable efforts to notify you in advance of any scheduled maintenance to the Services or the Platform, or for any emergency maintenance to maintain security which may be required from time to time, as set out in the Service Level Agreement attached as Exhibit 1 (the “ SLA ”).

2.6. Limitations. You hereby acknowledge and agree that: (a) we are not responsible for any delays, delivery failures, corruption or loss of data, or any other loss or damage that may happen when data is transferred across communications networks (such as the internet); (b) the Services may be subject to other limitations, delays and other problems inherent in the use of these types of networks; and (c) the Services (excluding any bespoke configurations) were not designed to your individual requirements. PolyAI will perform with reasonable skill and care, and time is not of the essence.

2.7. Reports. During the Subscription Term, we will use commercially reasonable efforts to provide reports or analytics to demonstrate the performance of the Communications Services. The format and frequency of any such reports may be agreed by the parties in writing following the Effective Date.

2.8. Insurance. At all times during the term of this Agreement, PolyAI will maintain insurance coverage with a reputable insurer commensurate with levels of insurance coverage generally accessible to similarly sized and similarly capitalised companies operating in the same industry and market conditions as PolyAI, and, if requested by you, will share a copy of the relevant insurance policies.

3. Client obligations

3.1. Client Obligations. In addition to any client obligations specified in the applicable Order Form or SOW, you agree to do the following (collectively, the “ Client Obligations ”):

(a) comply with all applicable laws relevant to this Agreement;

(b) use the Services and Platform in accordance with the terms of this Agreement and any Documentation;

(c) use reasonable endeavours to prevent any unauthorised access to, or use of, the Services or the Platform, and notify us as soon as reasonably practicable if you become aware of this happening;

(d) procure, maintain and secure the Client Systems and ensure the Platform is compatible with your Client Systems;

(e) promptly notify us of any errors you become aware of relating to the Services or Platform;

(f) appoint a project manager to work directly with us when we deliver the Services; and

(g) attend at least weekly meetings during the design and build stage of any Services to discuss the performance of the Communications Services and provide any requested information and/or documentation reasonably required for the provision of the Services as soon as reasonably practicable; provided, however, that you acknowledge that any timelines agreed between the parties may be impacted by your failure to respond to any such requests.

3.2. Restrictions on use. Your breach of the following restrictions will be considered a material breach for which we may, at our sole discretion, suspend your use of the Services and/or Platform, or terminate this Agreement in accordance with its terms. You agree not to:

(a) access, store distribute or transmit viruses or materials while using the Services and Platform;

(b) copy the Platform in any way or create derivative works based on it;

(c) build a product or service which competes with or replicates the Platform; or

(d) do anything unlawful, harmful, threatening, defamatory, discriminatory or offensive while using the Services.

4. Fees

4.1. Fees. You agree to pay the Fees in currency set out in the Order Form, exclusive of any applicable taxes and, unless otherwise specified, are non-cancellable and non-refundable. You agree to pay the Fees via ACH, bank/wire transfer or electronic means. You acknowledge that PolyAI cannot accept cheques. You acknowledge that you are liable for the Fees regardless of your usage of the Services, and that there is no right of refund if your credited Subscription Volume or Person Days are not used. In the event of early termination of the MSA or any Order Form, all unpaid amounts will become immediately due and payable.

4.2. Invoices. Unless we otherwise agree in the relevant Order Form, invoices shall be payable within 30 days from the date of the invoice. You will pay the sums invoiced by us without the right of set-off or withholding. If you disagree with an invoice, you agree to notify us within 14 days of receiving it, and a representative for you and for PolyAI will use reasonable efforts to resolve the dispute in a timely manner.

4.3. CX Tokens

(a) Consumption Ratios. CX Tokens may be credited against Calls and Chats in the following ratios: (i) two CX Tokens may be credited against one Call minute; and (ii) one CX Token may be credited against one Chat.

(b) Calculation. For the purpose of calculating usage: (a) a Call begins as soon as an end user connects to the Virtual Agent and stops once the Call has been disconnected or the Virtual Agent transfers the Call, the total handle time is rounded up to the next 30-second increment (the “Rounding Calculation”); and (b) a Chat consists of a written conversation that ends: (i) when closed by an end user; or (ii) after being left idle for 15 minutes or more by an end user; or (iii) after a 24-hour period of consistent activity, whichever comes first.

(c) Expiration. Any CX Tokens not used within the Contract Year for which they were issued shall expire automatically at the end of that Contract Year and shall not carry forward or be credited against any future period, Renewal Term, or Order Form, unless otherwise expressly provided in the applicable Order Form.

(d) CX Token Fungibility; Professional Services. CX Tokens allocated to a Build Package are consumed in accordance with Section 2.4. If Client has not purchased a Build Package, then CX Tokens may only be used for the Communications Services, unless otherwise expressly agreed by PolyAI. Client may use CX Tokens for new Use Case builds only upon execution of a separate Token Quote.

(e) Excess Usage. Any excess usage over the Subscription Volume will be charged at the CX Token Price (or “Unit Price,” per the applicable Order Form) and billed monthly in arrears.

4.4. Additional Fees

(a) Additional Voices. PolyAI works with a roster of voice talent to record prompts for our Virtual Agents. Should you require additional voice artist recordings beyond the initial one (1) voice, which is provided free of charge, related voice talent Fees will be billed to you.

(b) Out of Scope Services. If you require or it becomes necessary to make any change to the applicable Order Form, we will issue a Change Order to: (i) where reasonably possible, scope the additional service requests (“ Out of Scope Services ”); (ii) provide a fee estimate for the Out of Scope Services; (iii) identify any Client dependencies, which will become Client Obligations if agreed; and (iv) indicate any consequent impact to the Scope of Communications Services or the applicable Build Package. If the parties execute such a Change Order, such Out of Scope Services will automatically be deemed to form part of the applicable Order Form and subject to the terms of this Agreement without the need for any further amendment or signature.

(c) Additional Expenses. If we incur additional fees and expenses when providing you with the Services (such as travel expenses), you agree to reimburse us for reasonable amounts. We will use reasonable commercial efforts to notify you in advance of any additional Fees before they are incurred.

(d) Pass-Thru Costs. We may incur certain pass-thru costs from our own providers incidental to providing you the Services (“ Pass-Thru Costs ”). The applicable Pass-Thru Costs will be billed to you monthly in arrears based on your actual usage at the rate at which we are charged by the relevant providers. Pass-Thru Costs may include, but may not be limited to, the following:

(i) Telephony fees. PSTN telephony charges will be billed separately through your existing communications provider. There will be no additional charges if a private SIP line is used to deliver Calls.

(ii) SMS fees. If the scope of an Order Form requires an SMS to be sent by the Communications Services, all SMS fees incurred will be charged to you.

(iii) PCI transactional fees. If the scope of an Order Form requires a PCI payment to be taken by the Communications Services, all PCI fees incurred will be charged to you;

5. Term; Termination

5.1. Term. This Agreement shall commence on the Effective Date and will continue for the Term. Notwithstanding any expiration or termination of this Agreement, the terms of this MSA will remain in full force and effect and shall govern any Order Form entered hereunder until the expiration or earlier termination of such Order Form.

5.2. Termination for cause. Either party may terminate this Agreement or an Order Form immediately by giving written notice to the other if the other party:

(a) commits a material breach of this Agreement incapable of remedy, or if it is capable of remedy, fails to remedy it within 30 days of being notified of the breach;

(b) or the other party becomes subject to, or is reasonably likely to become subject to, an insolvency, bankruptcy, administration, receivership or other similar event; and

(c) in the event that you fail to procure that a Customer complies with the relevant terms of this Agreement (including the DPA) or if the continued provision of Services to you or a Customer would put us in breach of applicable law.

5.3. Consequences of termination. On termination or expiry of this Agreement for any reason:

(a) all rights and licenses granted under this Agreement will immediately terminate;

(b) you will stop using the Services and Platform immediately and delete any copies of the Platform;

(c) any outstanding Fees shall become immediately due and payable; and

(d) each party will, if requested by the other party, delete, destroy or return Confidential Information and any copies of it belonging to the other party.

6. Intellectual Property

6.1.   Our IP. We and our licensors own, and shall continue to own, all of our intellectual property, including any rights related to the Platform, the Services and Documentation and any amended or new versions we may develop to such extent as is necessary to enable you to make use of the Services in accordance with this Agreement.

6.2. Your IP. You own, and shall continue to own, all your intellectual property, and do not transfer any rights or licenses to us unless otherwise expressly stated.

6.3. New IPR. New IPR shall be owned by PolyAI. To the extent not owned solely by PolyAI, you hereby assign, including by present assignment of future rights, all right, title and interest in and to any and all intellectual property rights in the New IPR to PolyAI, and agree to do such acts or execute such deeds or documents as PolyAI may deem necessary or desirable to give effect to that assignment. To the extent that the foregoing assignment cannot as a matter of law be assigned, you hereby grant to PolyAI a nonexclusive, perpetual, irrevocable, royalty free, worldwide license to make use of New IPR and otherwise exploit without restriction

6.4. Licences. Subject to you complying with your obligations under this Agreement, we grant you a limited, non-exclusive, fully paid up, non-sublicensable, non-transferable licence to use the Platform and the Communication Services for the Term of this Agreement.

7. Indemnities

7.1. IP Claim. If any third-party claims that the Platform or Documentation breaches their intellectual property rights in the UK and the USA (“IP Claim”), we agree to indemnify you for any and all losses and liabilities which arise from that claim. You agree to notify us as soon as possible upon becoming aware of an IP Claim and provide us with reasonable assistance. We will have sole authority to defend or settle the IP Claim. In addition, you agree not to make any comment or admission or take any action that may adversely affect our ability to defend or settle the IP Claim.

7.2. Limitation of Liability. We will not be liable under Section 7.1 in respect of an IP Claim which arises because of: your misuse of the Platform or Documentation or modification of them without our written approval; integrations with third-party software, hardware or data that have not been supplied or authorised by us; or your breach of this Agreement.

7.3. Our rights. If an IP Claim is made or likely to be made against you, we may:

(a) procure for you the right to continue to use the Communications Services;

(b) modify the Platform so it is no longer infringing (without materially diminishing the Platform’s performance or function);

(c) replace the Platform or infringing part with a substitute (without materially diminishing the Platform’s performance or function); or

(d) terminate this Agreement immediately by giving you written notice and refund you any prepaid Fees on a pro rata basis for the remainder of the Term.

7.4. Exclusive remedy. Subject to Section 10, this Section 7 will be your exclusive remedy and our entire liability for any IP Claims under this Agreement.

7.5. Your indemnity. If you breach your warranties, including under Section 9 of this Agreement, you agree to defend, indemnify and hold us harmless against any and all losses and liabilities we suffer arising out of that claim.

8. Confidentiality

8.1. Definition. “Confidential Information” means all information relating to a party, its businesses, products, finances and affairs, in any media or form, that is marked as confidential or would reasonably be considered to be confidential, whether provided prior to or following the Effective Date. This includes information relating to customers and suppliers, employees and officers, products and services, know-how and this Agreement.

8.2. Obligations. Each party agrees to:

(a) maintain the confidentiality of any Confidential Information;

(b) not disclose, copy or modify the Confidential Information without the owner’s prior written consent;

(c) disclose Confidential Information (i) only if necessary to comply with applicable laws or regulations, provided that the owner of Confidential Information has been notified before any disclosure has been made (if legally permissible) and (ii) only to employees and professional advisers on a ‘need-to-know’ basis who are bound in writing to confidentiality obligations similar to these; and

(d) promptly notify the other party upon becoming aware of any unauthorised use, disclosure, theft or loss of the Confidential Information.

8.3. Exceptions. Confidential Information does not include information that is:

(a) in the public domain at the time of its disclosure;

(b) lawfully received by a party free of any obligation of confidence at the time of its disclosure;

(c) independently developed by a party without access to or use of Confidential Information; or

(d) already in the possession of a party.

8.4. Confidentiality term. The obligations under this Section 8 shall continue for 3 years after the expiration or termination of this Agreement.

9. Warranties; Disclaimers

9.1. Authority. Each party represents and warrants to the other that it can legally enter into this Agreement, grant the other relevant rights and licenses and perform obligations under this Agreement. To the extent any of your affiliates or subsidiaries are intended as recipients of the Services and are set out in an Order Form, you represent and warrant that you have the authority to bind any such parties under this Agreement. Unless explicitly specified in an Order Form, your affiliates and subsidiaries may not automatically benefit from the Services.

9.2. Client systems. You represent and warrant that you have all necessary rights or approvals for us to be able to use or access Client Systems and any other systems in your control, including, at Client’s expense and discretion, entering into any required third‑party agreements (e.g., telephony) and will provide us with necessary access or credentials.

9.3. DISCLAIMER. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 9.1: (a) THE SERVICES ARE PROVIDED “AS IS” AND PROVIDER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE; and (b) PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CLIENT’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

9.4. NO PROFESSIONAL OR MEDICAL ADVICE. OUTPUT GENERATED BY THE SERVICES IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE PROFESSIONAL ADVICE IN ANY FIELD, INCLUDING WITHOUT LIMITATION MEDICAL, LEGAL, ACCOUNTING, FINANCIAL, INVESTMENT, OR PSYCHOLOGICAL ADVICE. CUSTOMER AGREES NOT TO RELY ON SUCH OUTPUT AS A SUBSTITUTE FOR PROFESSIONAL ADVICE. POLYAI DISCLAIMS ALL LIABILITY FOR ANY ACTIONS TAKEN BASED ON OUTPUT GENERATED BY THE SERVICES. ANY RELIANCE ON OUTPUT IS SOLELY AT CUSTOMER’S OWN RISK.

10. Liability

10.1. Liability . Neither party’s liability is excluded or limited where it would be unlawful to do so (for example, fraud, death or personal injury caused by your or our negligence).

10.2. Exclusions . Neither of us shall be liable for certain types of losses, including indirect, special or consequential losses; errors with or loss of data; or loss of business, goodwill, revenues or profits. If we do not comply with this Agreement, then we are only responsible for loss or damage you suffer that is a foreseeable result of our breach of this Agreement, or for failing to use reasonable care and skill. In particular, we won’t be liable for:

(a) the Services not meeting your needs, whether or not we know about these needs;

(b) minor errors or defects in the Services or Platform; or

(c) the compatibility of the Services or Platform with any other software, service, hardware or equipment, or because of any defect in your technical environment or third-party infrastructure.

10.3. Total liability . Each party’s total liability to the other (including in respect of either party’s indemnity obligations including those under Section 7) will not exceed the amount of Fees paid by you in the 12 months preceding the incident giving rise to any claim.

11. Other important terms

11.1. Force majeure. Neither party shall be liable, or deemed to be in breach of this Agreement, for any delays or failures in their performance resulting from any event beyond their reasonable control. This doesn’t apply to any delay or failure to pay Fees. If this type of event happens, the affected party will promptly notify the other, providing details about the event and when it has stopped. If the event continues for more than 90 days, either party may terminate the affected Order Form without liability to the other by giving 10 business days’ prior written notice

11.2. Marketing. PolyAI may make publicly available press releases, case studies and other marketing materials announcing the Services and to identify you as our client in relation to the Services. You agree that we can use your name and company logo for the purposes set out in this Section 11.2 and you hereby grant to PolyAI the express right to use your company logo in publicly available marketing, sales, financial, and public relations materials and other communications solely to identify you as a PolyAI client. PolyAI hereby grants to you the express right to use PolyAI’s logo solely to identify PolyAI as a provider of Services to you. Other than as expressly stated herein, neither party shall use the other party's marks, codes, drawings or specifications without the prior written permission of the other party. Client will use commercially reasonable effort to participate in the creation of one (1) case study highlighting the business impact of the Services, to be completed within six (6) months of the Subscription Term Start Date, including making available relevant stakeholders available for an interview.

11.3. Non-solicitation. During the Term and for 12 months after, either party shall not directly or indirectly induce or solicit any of the other party’s employees to leave such party’s employment or engage or employ any of our employees in any manner outside of this Agreement. This will not apply to any general and non-specific recruitment campaigns you run in the normal course of your business.

11.4. Variation. This Agreement may only be varied in writing (including via the Site) by authorised representatives of the parties.

11.5. Assignment. Each party may assign, novate or otherwise deal with any of their rights and obligations under this Agreement (an “Assignment”) to such party’s affiliates, any successor-in-title to the business and/or undertaking of such party (including as a result of any corporate transaction, merger, acquisition, initial public offering, reorganization or equivalent), provided that the party exercising such right provides notice to the other party of any such changes as soon as reasonably practicable following such Assignment.

11.6. Third-party rights. To the extent applicable, no parties outside this Agreement shall have any right to enforce any of its provisions under the Contracts (Rights of Third Parties) Act 1999.

11.7. Relationship of the parties. Nothing in this agreement establishes or implies any partnership, agency or joint venture between you and us. Nothing in this Agreement will restrict either party’s ability to compete or enter into partnering relationships with other entities. The parties acknowledge and agree that the supply of Services under this Agreement is not an exclusive arrangement.

11.8. Notices. Notices under this Agreement shall be in writing and sent:

To Client: to the address or email address as specified in the applicable Order Form; and

To PolyAI: to the address or email address as specified in the applicable Order Form and legal@poly-ai.com .

11.9. Severability. If any provision of this Agreement is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of the rest of this Agreement shall remain unaffected.

11.10. Non-Waiver. No delay or failure by either party to exercise any right or remedy available to them under or in connection with this Agreement shall prevent the future exercise of any such right or remedy.

11.11. Export Control and Sanctions Laws. You shall: (i) comply with Export Control and Sanctions Laws; (ii) not engage in any conduct or permit the use of, or access to, the Services by a user who is a Sanctioned Person or otherwise in such a way that would constitute a violation of Export Controls and Sanctions Laws; (iii) not do, or omit to do, any act that would cause us to provide services to a user who is a Sanctioned Person or otherwise breach Export Controls and Sanctions Laws; and (iv) have and enforce its own procedures and controls to ensure compliance with Export Control and Sanctions Laws. You will immediately notify us if, during the term of this Agreement, you have breached the terms of this Section 11.11. Any breach of this Section 11.11 will be deemed to be a material breach of this Agreement and in the event of such a breach we reserve the right to immediately terminate this contract without notice or penalty.

11.12. General Duty to Mitigate. Any and all claims for loss arising under this Agreement will be subject to a general obligation of the parties to use all reasonable efforts to mitigate such losses.

11.13. Entire Agreement. This MSA (including its Exhibits), applicable Order Form, and any other documents incorporated herein by reference, constitutes the sole and entire agreement of the parties with respect to the subject matter of this MSA and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this MSA, the related exhibits, schedules, attachments, and appendices (other than an exception expressly set forth as such therein) and any other documents incorporated herein by reference, the following order of precedence governs: (a) the applicable Order Form; (b) the Service Specific Terms; (c) the DPA; (d) this MSA (excluding its Exhibits) (e) the SLA; and (f) any other documents incorporated herein by reference. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.

11.14. Pre-Existing Order Forms. The parties acknowledge and agree that the following shall apply solely to any Order Form or statement of work executed prior to March 12, 2026 (a “ Legacy Order Form ”): “Professional Services” means implementation, testing, integration and configuration of the Platform, as well as any other discovery, preparatory or exploratory work as described in the relevant Order Form and/ or any Change Order and in each case billed at our standard rates; and any additional Professional Services not explicitly set out within a Legacy Order Form will be invoiced on a daily time and materials basis in accordance with PolyAI’s then-current standard Professional Services rate card.

11.15. Beta Features. From time to time, PolyAI may invite you to participate in a new version or service feature that PolyAI has not made generally available to clients for production use and that is designated as beta, pilot, limited release, pre-release, non-production, evaluation or similar designation which does not form part of the Services (“ Beta Features ”), free of charge in return for you providing PolyAI with Feedback. This invitation may be communicated via email or via the Platform and you may accept or decline the invitation in your sole discretion. Beta Features are for PolyAI evaluation and testing purposes, not subject to availability or security obligations and may be subject to additional terms. Unless otherwise agreed, PolyAI will have no liability for any harm, damage or losses of any kind arising out of or in connection with Beta Features, and the Client uses them at its own risk. PolyAI may discontinue Beta Features at any time in its sole discretion and may choose not to make them generally available.

11.16. Class Action Waiver. You agree that you will ensure that all individuals who access or use the Services are bound by a class action waiver and individual arbitration requirement, requiring that all claims in respect of the Services be resolved on an individual basis through binding arbitration, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. You will be responsible for procuring agreement from all such users to waive their rights to participate in class or representative actions and to submit all disputes relating to the Services to binding individual arbitration. The parties agree that arbitration may not be consolidated with any other arbitration or claim of any other party, and no class or representative actions may be asserted in arbitration.

11.17. Governing law and jurisdiction. If PolyAI Limited is the contracting entity, then this Agreement is governed by the laws of England without regard to conflict of law principles, and the courts of London, UK shall have exclusive jurisdiction to hear disputes in relation to it. If PolyAI Technologies Inc., then this Agreement is governed by the laws New York (US), without regard to conflict of law principles, and the courts of New York City, New York (US) shall have exclusive jurisdiction to hear disputes in relation to it.

By executing an applicable Order Form incorporating this Agreement by reference , the parties agree to the terms set out in this Agreement as of the initial Order Form Effective Date .

Exhibit 1: Service Level Agreement

This SLA is made between PolyAI (“Vendor”, “ we ”, “ us ”, “ our ”) and your company (“Client”, “ you ”, “ your ”) as defined in the MSA, together “ the parties ”

1. Updates to this Service Level Agreement. We may update this SLA from time to time by providing you with notice.

2. Global Support Plan. Following the Effective Date, PolyAI will provide you with a copy of our Global Support Plan which includes details of your key support contacts, more information about how to submit change requests, and other ongoing support and maintenance provided as part of the Services.

3. Emergency Support Line. A 24/7 emergency contact and phone number will be allocated to you as part of our support.

4. Service Desk Portal. PolyAI will provide you with use of a service desk portal (the “Service Desk Portal”) for you and your Authorised Users to open tickets. You shall be able to view open tickets and run custom reports upon request. Phone support will only be provided to a designated number of your contacts, as mutually agreed by the parties in writing in advance. The Service Desk Portal will be staffed by a technician during PolyAI’s operational hours. The service technician will record the issue in a service ticket and assign the ticket to PolyAI for servicing.

5. Issue Types, Response Times & Priorities

5.1 Issue types. Issue types are defined as set out below. All service tickets will be assigned a priority depending on the urgency of the fault and the impact on the business. You will receive prompt notification to confirm that the ticket has been received and is actively being worked by an engineer. Engineers will update you as the ticket is being worked to provide status updates and resolution time estimations.

5.2 Exclusions. If PolyAI ascertains that the issue has been caused by your Client Systems, your technology or another technology supplier of yours, PolyAI will report the issue to you. In such a case, this SLA shall not apply. If PolyAI ascertains that the issue has been caused by a supplier of PolyAI, PolyAI will inform you and monitor the supplier’s progress until the issue is resolved, in which case this SLA shall apply.

6. Escalation Paths. Subject to any additional specifications in your Global Support Plan, there are 2 types of Escalation Paths:

6.1 Issue Escalation: Failure to resolve the issue will be escalated from Service Technician to Senior Technician to Tech Lead.

6.2 Complaint Escalation: Instances of unmet service levels would be escalated from PolyAI Project Contact to Tech Lead to C Level. Escalations can be initiated by contacting the PolyAI designated emergency contact.

7. Service Availability. PolyAI commits to provide a minimum uptime of 99.5% measured on a monthly basis (the “ Service Availability ”). If a Use Case relies upon the use of a public switched telephone network (“ PSTN ”) as part of your Client Systems (as such term is defined in the MSA) or per your request, the Service Availability shall be limited to a minimum uptime of 99% measured on a monthly basis. Where for reasons attributable to PolyAI the Service Availability for the Virtual Agent is breached, you will be entitled to claim payment of the following service credits from PolyAI:

* If a Use Case relies upon the use of a PSTN, then the baseline Service Availability will be 99% and this 3% service credit tier for uptime between 99% and 99.5% shall not apply.

8. Scheduled and unscheduled downtime

8.1 Scheduled. PolyAI will provide 7 days’ written notice to you of any scheduled downtime.

8.2 Unscheduled. PolyAI will provide written notice to you of any unscheduled P1s (Outages) within 15 minutes of the Outage beginning.

9. Change Management . PolyAI will follow your reasonable change management information process notified to PolyAI in advance, and, in the event of an unscheduled P1 (Outage), agree to provide in respect of that P1:

9.1 A major incident report within 48 hours of the start of the P1; and

9.2 A root-cause analysis within 7 days of the P1 ending.

Exhibit 2: Service Specific Terms

Where address validation is enabled, You acknowledge and agree that:

PolyAI reserves the right to update, discontinue, or otherwise modify address validation within the Services at any time.