Master Service Agreement

This Master Service Agreement ("Agreement") is entered into between Archis Inc. DBA Ridefluencer, a Delaware corporation doing business as Ridefluencer ("Ridefluencer," "we," "us," or "our"), and the Business Customer identified in an Order Form. It governs the Business Customer's purchase and use of Ridefluencer's rideshare word-of-mouth promotion service. Capitalized terms used but not defined here have the meaning given in Ridefluencer's Terms of Service, including "Service," "Account," "Campaign," "Promotion," "Content," "AI Features," and "Output."

1. Definitions

In addition to the terms defined in the Terms of Service:

• "Business Customer" means the restaurant, cafe, pub, or other local business identified in an Order Form.
• "Order Form" means an ordering document referencing this Agreement that specifies the Service purchased, the credit plan and fees, and the campaign term, and that supersedes the general subscription and payment terms of the Terms of Service for that Business Customer. A letter of intent or approved checkout confirmation may serve as an Order Form.
• "Promotion" means a single in-ride recommendation of the Business Customer delivered by a vetted driver and validated by our AI, consuming one promotion credit.
• "Documentation" means our then-current user documentation for the Service, including the dashboard help content.
• "Users" means the Business Customer's employees or contractors authorized to access the Service under the Business Customer's Account.

2. Relationship to the Terms of Service

This Agreement supplements, and is incorporated by reference into, our Terms of Service. If there is a conflict between this Agreement (including an Order Form) and the Terms of Service, this Agreement controls with respect to the Business Customer's use of the Service, except that the provisions of the Terms of Service governing drivers and individual riders continue to apply directly to those individuals, and any arbitration or class-action-waiver provision in the Terms of Service does not apply to disputes between us and the Business Customer, which are instead governed by Section 12 of this Agreement.

3. The Service; Order Forms

We will make the Service available to the Business Customer during the applicable campaign term, subject to this Agreement and the applicable Order Form. Each Order Form is incorporated into and governed by this Agreement.

3.1 Product Updates. We may update the features or functionality of the Service from time to time, provided that no update will materially diminish the core features purchased by the Business Customer during the then-current campaign term.

3.2 Credits. Promotion credits purchased under an Order Form do not expire while the Account is active and are consumed only when a Promotion is validated. Unused credits are not redeemable for cash.

3.3 Support. We will provide support in accordance with our then-current support practices, as may be supplemented by an Order Form.

4. Fees and Payment

• The Business Customer will pay the fees specified in each Order Form, in U.S. dollars unless stated otherwise.
• Unless the Order Form states otherwise, credit plans are paid up front and credits are loaded once payment is confirmed.
• Any invoiced fees are due within 30 days of the invoice date unless a different schedule is specified in the Order Form.
• Late payments may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.
• Fees are exclusive of taxes; the Business Customer is responsible for all applicable taxes other than our income taxes.

5. Business Customer Responsibilities and Restrictions

The Business Customer is responsible for its Users' compliance with this Agreement, for the accuracy of the business information and promotion offer it submits, and for ensuring that the talking points it approves are lawful and not misleading. The Business Customer and its Users will not, and will not permit any third party to:

• Use the Service in violation of applicable law, including advertising, consumer-protection, and data-protection law;
• Interfere with or disrupt the integrity or performance of the Service, or attempt unauthorized access;
• Reverse engineer, decompile, or attempt to derive the source code, underlying validation models, or algorithms of the Service, except as permitted by the Terms of Service;
• Resell, sublicense, or make the Service available to any third party outside the Business Customer's organization, except as expressly permitted in an Order Form;
• Submit any content or data through the Service that the Business Customer does not have the right to submit.

6. Data Privacy and Security

We will implement and maintain appropriate technical and organizational measures to protect Customer Data, consistent with our Privacy Policy. To the extent we process personal data on the Business Customer's behalf, the parties' respective obligations are set out in the Data Processing Agreement, which is incorporated into this Agreement by reference.

7. Intellectual Property

7.1 Ownership. As between the parties, we own all right, title, and interest in the Service, Documentation, and underlying technology, including the AI validation models. The Business Customer owns all right, title, and interest in its Content, subject to the license below.

7.2 License to us. The Business Customer grants us a non-exclusive, worldwide license to host, copy, transmit, and display its Content solely as necessary to provide the Service. We may use de-identified or aggregated data, but not individually identifiable personal data, to operate and improve the Service and our AI Features, as described in our Privacy Policy.

8. Confidentiality

Each party (the "Receiving Party") will protect the other party's (the "Disclosing Party") Confidential Information using at least the same degree of care it uses for its own similarly sensitive information, and no less than reasonable care, and will use Confidential Information solely to perform its obligations or exercise its rights under this Agreement. These obligations do not apply to information that is or becomes public through no fault of the Receiving Party, was rightfully known before disclosure, or is independently developed. A Receiving Party may disclose Confidential Information if compelled by law, provided it gives reasonable notice where legally permitted.

9. Warranties and Disclaimers

We warrant that the Service will materially conform to the Documentation during the campaign term. As the Business Customer's sole and exclusive remedy for breach of this warranty, we will use commercially reasonable efforts to correct the non-conformity or, if we cannot do so within a reasonable time, either party may terminate the affected Order Form and we will refund prepaid amounts allocable to unused, unvalidated credits.

EXCEPT AS EXPRESSLY SET OUT IN THIS SECTION, THE SERVICE IS PROVIDED "AS IS," AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT ANY PARTICULAR MARKETING RESULT, AND AI FEATURES ARE INTENDED TO VALIDATE AND SUPPORT PROMOTIONS, NOT TO GUARANTEE FOOT TRAFFIC OR SALES.

10. Indemnification

10.1 By us. We will defend the Business Customer against any third-party claim alleging that the Service, as provided by us and used in accordance with this Agreement, infringes that third party's intellectual property rights, and will indemnify the Business Customer against damages finally awarded, subject to prompt notice and reasonable cooperation. This does not apply to claims arising from Content, the Business Customer's modification of the Service, or use of the Service in combination with items not provided by us.

10.2 IP remedies. If the Service becomes, or we reasonably believe it may become, the subject of an infringement claim, we may, at our option: (a) procure the right for the Business Customer to continue using the Service; (b) modify the Service to be non-infringing without materially reducing functionality; or (c) terminate the affected Order Form and refund prepaid amounts allocable to unused credits.

10.3 By the Business Customer. The Business Customer will defend and indemnify us against any third-party claim arising from its Content, its promotion offer or approved talking points, or its use of the Service in violation of this Agreement or applicable law.

11. Limitation of Liability

EXCEPT FOR (A) EACH PARTY'S INDEMNIFICATION OBLIGATIONS, (B) A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, OR (C) THE BUSINESS CUSTOMER'S PAYMENT OBLIGATIONS, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, OR DATA, ARISING OUT OF THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY THE BUSINESS CUSTOMER UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. NOTHING IN THIS AGREEMENT LIMITS EITHER PARTY'S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE, FRAUD, WILLFUL MISCONDUCT, OR ANY OTHER LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.

12. Term, Termination, and Dispute Resolution

12.1 Term. This Agreement remains in effect for as long as at least one Order Form is in effect, unless earlier terminated as set out below.

12.2 Termination for cause. Either party may terminate this Agreement or an Order Form if the other party materially breaches this Agreement and fails to cure the breach within 30 days of written notice. If the Business Customer terminates due to our uncured material breach, we will refund amounts allocable to unused, unvalidated credits.

12.3 Effect of termination. On termination, the Business Customer's right to access the Service ends, and we will handle Customer Data as set out in the Data Processing Agreement.

12.4 Governing law and venue. This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. As between us and the Business Customer only, the parties consent to the exclusive jurisdiction of the state and federal courts located in Delaware for any dispute arising out of this Agreement not resolved by good-faith negotiation.

13. General Provisions

• Force Majeure: Neither party is liable for delay or failure to perform due to causes beyond its reasonable control.
• Assignment: Neither party may assign this Agreement without the other's consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets.
• Independent Contractors: The parties are independent contractors; this Agreement does not create a partnership, joint venture, or agency relationship.
• Entire Agreement: This Agreement, including all Order Forms, the Data Processing Agreement, and the Terms of Service to the extent not superseded, constitutes the entire agreement between the parties and supersedes all prior proposals or agreements on its subject matter.
• Publicity: We may identify the Business Customer by name and logo as a customer in marketing materials, unless the Business Customer opts out in writing.

Notices and questions

Notices under this Agreement must be in writing and sent to the address in the applicable Order Form or to info@ridefluencer.com.