Customer Terms (Master Services Agreement)

In2ition AI, Inc.

Version: 2026-10-26

This Master Services Agreement (the “Agreement”) is between In2ition AI, Inc., a Delaware corporation with its mailing address at 4 High St., STE 170, North Andover, MA 01845 (“Provider”), and the customer named in the Order Form (“Customer”). It takes effect on the date the first Order Form is signed by both parties (the “Effective Date”). Provider and Customer are each a “party”.

This Agreement is the same for every Provider customer. Customer-specific terms belong only in the Special Terms box of an Order Form.

1. Definitions

1.1 “Affiliate” means an entity that controls, is controlled by, or is under common control with a party, where control means owning more than 50% of the voting interests.

1.2 “Aggregated Data” means data that Provider derives from Customer Data or from use of the Services, that is aggregated and de-identified, and that cannot reasonably be used to identify Customer or any individual.

1.3 “AI Terms” means Provider’s AI Terms, as updated under Section 2.4.

1.4 “AUP” means Provider’s Acceptable Use Policy, as updated under Section 2.4.

1.5 “Authorized User” means an individual whom Customer allows to use the Services under Customer’s account, such as an employee or contractor of Customer or its Affiliates.

1.6 “Call Recipient” means any individual who places, receives, or takes part in a call, message, or session made, received, recorded, or analyzed through the Services, including Customer’s customers, prospects, candidates, and employees.

1.7 “Customer Data” means data that Customer, its Authorized Users, or Call Recipients submit to or through the Services, including call audio, recordings, transcripts, contact records, scripts, prompts, and Outputs.

1.8 “Documentation” means Provider’s then-current user guides and help materials for the Services.

1.9 “DPA” means Provider’s Data Processing Addendum, as updated under Section 2.4.

1.10 “Order Form” means an ordering document signed by both parties that references this Agreement.

1.11 “Outputs” means content the Services generate for Customer, such as scores, summaries, coaching notes, transcripts, reports, and the speech of AI voice agents.

1.12 “Security Exhibit” means Provider’s Security Exhibit, provided to Customer on request, as updated under Section 2.4.

1.13 “Security Incident” means a confirmed unauthorized access to, or acquisition, disclosure, alteration, or loss of, Customer Data in systems controlled by Provider or its subprocessors.

1.14 “Services” means Provider’s hosted platform at app.in2ition.ai and related services described in an Order Form, including call analysis and scoring, coaching notes, AI voice agents for training, recruiting, engagement, retention, and outbound calling campaigns, and reporting, together with any updates.

1.15 “SLA” means Provider’s Service Level Agreement, as updated under Section 2.4.

1.16 “Usage Data” means technical and usage information about the operation and use of the Services, such as logs, performance metrics, and feature usage, that does not include the content of Customer Data.

2. Structure of the Agreement

2.1 Documents. The agreement between the parties consists of this Agreement, each Order Form, the Security Exhibit, the DPA, the AUP, the SLA, and the AI Terms. Each is incorporated by reference.

2.2 Order of precedence. If documents conflict, this order applies: (a) the Special Terms box of the Order Form; (b) the DPA, but only for the processing of personal data; (c) this Agreement; (d) the rest of the Order Form, the Security Exhibit, the SLA, the AI Terms, and the AUP. Where this Agreement says a term applies “unless the Order Form states otherwise”, the Order Form controls for that term. A Special Term changes a provision of this Agreement about liability, indemnity, warranties, confidentiality, or data protection only if it names the section it changes.

2.3 Other terms rejected. Terms in Customer’s purchase orders, supplier portals, invoices, or similar documents do not apply, even if Provider accepts or signs them.

2.4 Updates to linked documents. Provider may update the Security Exhibit, DPA, AUP, SLA, and AI Terms from time to time. An update takes effect when posted or sent to Customer. During a paid term, no update will materially reduce Provider’s security or data-protection commitments to Customer. If an update would do so, the prior version continues to apply to Customer until the end of the then-current term.

2.5 Changes to this Agreement. This Agreement changes only by a written amendment signed by both parties.

3. The Services

3.1 Access. Subject to this Agreement and payment of fees, Provider grants Customer a non-exclusive, non-transferable, non-sublicensable right during the term of each Order Form to access and use the Services ordered, for Customer’s internal business purposes, within the quantities stated in the Order Form.

3.2 Affiliates. Customer’s Affiliates may use the Services under Customer’s Order Form within its quantities. Customer is responsible for its Affiliates’ use as if it were its own.

3.3 Authorized Users. Customer is responsible for its Authorized Users and for keeping account credentials confidential. Customer will promptly notify Provider of any unauthorized use of its accounts it becomes aware of.

3.4 Changes to the Services. Provider may update, change, or discontinue features of the Services, including the AI models and model providers used. During a paid term, Provider will not materially reduce the overall functionality of the Services ordered.

3.5 Support. Provider provides support during its normal business hours through the channels described in the Documentation. The SLA describes availability.

3.6 Free trials and pilots. If Provider makes the Services available free of charge, or as a trial, pilot, beta, or evaluation, then: (a) the Services are provided “as is” without any warranty; (b) the SLA does not apply; (c) Provider may end that access at any time; and (d) Provider’s total liability arising from that use will not exceed one hundred US dollars ($100).

4. Customer Responsibilities

4.1 Acceptable use. Customer will use the Services only in compliance with this Agreement, the AUP, the AI Terms, and the Documentation.

4.2 Compliance with laws. Customer is solely responsible for complying with all laws that apply to its use of the Services and to its calls and messages. This includes laws on telemarketing, autodialed, prerecorded, and artificial voice calls and messages, the Telephone Consumer Protection Act, do-not-call rules, calling hours, call recording and wiretapping (including laws requiring the consent of all parties), disclosure of the use of artificial intelligence, privacy and data protection, and employment and hiring.

4.3 Consent and notice. Customer is solely responsible for: (a) obtaining, documenting, and keeping any consent required from each Call Recipient before calling, messaging, recording, or analyzing them; (b) giving each Call Recipient every notice the law requires, including notice that a call is recorded and, where required, that the Call Recipient is speaking with an AI voice agent; (c) honoring opt-out and do-not-call requests; and (d) the content of its scripts, prompts, and campaigns. Provider does not obtain consent or give notices on Customer’s behalf. Provider does not warrant that Customer’s practices comply with law. Any compliance features Provider makes available are tools only. They do not shift Customer’s responsibility to Provider.

4.4 Caller of record. As between the parties, Customer initiates and is responsible for every call and message made through the Services for Customer.

4.5 Customer Data rights. Customer represents that it has all rights, consents, and authorizations needed to submit Customer Data to the Services and for Provider to process it under this Agreement.

4.6 Restricted data. Customer will not submit to the Services protected health information, payment card data, government identification numbers, or other categories of sensitive data identified in the AUP, unless the parties have signed a separate written agreement covering that data.

4.7 Suspension. Provider may suspend Customer’s or any Authorized User’s access to the Services if Provider reasonably believes that the use: (a) breaches the AUP or Section 4.2 or 4.3; (b) poses a security risk to the Services or others; or (c) may expose Provider to legal liability. Provider will give notice before suspending where practicable, will limit the suspension to what is reasonably needed, and will restore access once the cause is resolved.

5. Customer Data, Security, and Privacy

5.1 Ownership. As between the parties, Customer owns Customer Data. Customer grants Provider a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, and display Customer Data as needed to perform under this Agreement and as allowed by this Section 5.

5.2 Use of Customer Data. Provider may use Customer Data to provide, maintain, support, secure, test, evaluate, and improve the Services. Provider does not sell Customer Data. Provider does not use Customer Data to train AI models without Customer’s written agreement.

5.3 Third-party AI model providers. Where a third-party AI model provider used in the Services offers controls that prevent it from using customer data to train its own models, Provider configures those controls so that the provider does not use Customer Data to train its models.

5.4 Aggregated Data and Usage Data. Provider may create Aggregated Data and may use and disclose it for any lawful purpose. Provider owns Aggregated Data and Usage Data. Aggregated Data is not Customer Data. This Section 5.4 survives termination.

5.5 Security. Provider maintains administrative, technical, and physical safeguards designed to protect Customer Data, as described in the Security Exhibit.

5.6 Data protection. The DPA governs Provider’s processing of personal data in Customer Data.

5.7 Subprocessors. Customer gives Provider general authorization to use the subprocessors on Provider’s subprocessor list, which Provider makes available to Customer on request as Provider’s Confidential Information. The DPA governs notice of new subprocessors and Customer’s right to object. Provider remains responsible for its subprocessors’ performance of Provider’s obligations under this Agreement.

5.8 Security Incidents. Provider will notify Customer without undue delay after Provider confirms a Security Incident. Provider will provide information about the Security Incident as it becomes known, which may be in phases. Provider will take reasonable steps to contain and investigate the Security Incident. Notice of a Security Incident is not an admission of fault or liability.

6. AI Features

6.1 AI Terms. The AI Terms apply to Customer’s use of the AI features of the Services.

6.2 Outputs. Outputs are generated by probabilistic systems. They may be inaccurate, incomplete, or inappropriate, and the same input may produce different Outputs. Customer is responsible for reviewing Outputs before relying on them. Outputs are guidance only. They are not employment, legal, or other professional decisions or advice. A human at Customer makes every decision that Customer takes using Outputs.

7. Fees and Payment

7.1 Fees. Customer will pay the fees in each Order Form. Unless the Order Form states otherwise, fees are invoiced in advance and in US dollars, and are due within 30 days of the invoice date. Except as this Agreement expressly provides, fees are non-cancellable and non-refundable.

7.2 Usage. Usage above the quantities in an Order Form is billed at the overage rates in the Order Form or, if none is stated, at Provider’s then-current rates.

7.3 Taxes. Fees exclude taxes. Customer will pay all sales, use, value-added, withholding, and similar taxes on the Services, other than taxes on Provider’s net income.

7.4 Late payment. Overdue amounts bear interest at the lesser of 1% per month or the maximum rate allowed by law. Customer will reimburse Provider’s reasonable costs of collecting overdue amounts.

7.5 Suspension for non-payment. If an undisputed amount is overdue, Provider may suspend the Services after giving Customer written notice of the overdue amount. Provider will restore the Services promptly after payment.

7.6 Disputes. Customer will tell Provider in writing of any good-faith dispute about an invoice before its due date and will pay the undisputed part on time.

7.7 Renewal pricing. Provider may increase fees for a renewal term by giving Customer notice at least 30 days before the renewal term begins.

8. Term and Termination

8.1 Term. This Agreement starts on the Effective Date and continues until all Order Forms have ended. Each Order Form has the term it states.

8.2 Renewal. Unless the Order Form states otherwise, each Order Form renews automatically for successive periods equal to its initial term, unless either party gives notice of non-renewal at least 30 days before the end of the then-current term.

8.3 Termination for cause. Either party may terminate an Order Form, or this Agreement, by written notice if the other party: (a) materially breaches it and does not cure the breach within 30 days after notice; or (b) becomes insolvent, makes an assignment for the benefit of creditors, or becomes the subject of a bankruptcy or similar proceeding.

8.4 Effect of termination. When an Order Form ends, Customer’s right to use the Services under it ends. Customer will pay all fees due through the end of the term, except that if Customer terminates for Provider’s uncured material breach, Provider will refund prepaid fees for the unused part of the term.

8.5 Return and deletion of Customer Data. For 30 days after termination or expiration, Customer may export Customer Data using the export features of the Services or by written request to Provider. After that 30-day period, Provider will delete Customer Data from its production systems. Copies in backups and held by subprocessors will age out or be deleted within 90 days after production deletion. These deletion obligations do not apply where law requires Provider to keep the data, or to records Provider keeps to honor opt-out and do-not-call requests, which Provider will continue to protect under this Agreement.

8.6 Survival. Sections 1, 2, 4.4, 5.4, 6.2, 7 (for amounts owed), 8.4 to 8.6, and 9 to 14 survive termination.

9. Intellectual Property

9.1 Provider IP. Provider and its licensors own the Services, the Documentation, Aggregated Data, Usage Data, and all improvements and derivative works of them, and all intellectual property rights in them. No rights are granted except as expressly stated in this Agreement.

9.2 Restrictions. Customer will not, and will not allow others to: (a) sell, resell, sublicense, or provide the Services to third parties, except to its Affiliates under Section 3.2; (b) reverse engineer, decompile, or attempt to derive the source code or models of the Services, except to the extent law allows despite this restriction; (c) copy, modify, or create derivative works of the Services; (d) use the Services to build a competing product or service; or (e) circumvent usage limits, access controls, or security measures.

9.3 Feedback. Provider may use any suggestions or feedback Customer gives about the Services without restriction or obligation.

10. Confidentiality

10.1 Definition. “Confidential Information” means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential. Customer Data is Customer’s Confidential Information. The Security Exhibit, Provider’s subprocessor list, Provider’s audit reports, and pricing are Provider’s Confidential Information.

10.2 Exclusions. Confidential Information does not include information that: (a) is or becomes public through no fault of the recipient; (b) the recipient already knew without restriction; (c) the recipient lawfully receives from a third party without restriction; or (d) the recipient develops independently without using the Confidential Information.

10.3 Obligations. The recipient will use the other party’s Confidential Information only to perform or exercise rights under this Agreement and will protect it with at least reasonable care. The recipient may share it only with its and its Affiliates’ employees, contractors, advisors, and subprocessors who need to know it and who are bound by confidentiality obligations at least as protective as these.

10.4 Compelled disclosure. The recipient may disclose Confidential Information if required by law, after giving the discloser prompt notice where legally allowed and reasonable help, at the discloser’s cost, to seek protection.

10.5 Duration. These obligations last for 3 years after each disclosure. For trade secrets, they last as long as the information remains a trade secret. Customer Data is protected for as long as Provider holds it.

11. Warranties and Disclaimers

11.1 Mutual. Each party represents that it has the authority to enter into this Agreement.

11.2 Provider. Provider warrants that the Services will perform materially as described in the Documentation during a paid term. If they do not, and Customer notifies Provider within 30 days of the issue, Provider will use reasonable efforts to correct the issue. If Provider cannot do so within a reasonable time, either party may terminate the affected Services and Provider will refund prepaid fees for the unused part of the term. This is Customer’s sole remedy for breach of this warranty. Availability of the Services is governed solely by the SLA and is not covered by this warranty.

11.3 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES AND OUTPUTS ARE PROVIDED “AS IS”. PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT OUTPUTS WILL BE ACCURATE OR COMPLETE, THAT ANY CALL WILL CONNECT OR BE DELIVERED, OR THAT CUSTOMER’S USE OF THE SERVICES WILL COMPLY WITH ANY LAW. THE SERVICES DEPEND ON TELECOMMUNICATIONS CARRIERS AND THIRD-PARTY AI PROVIDERS THAT PROVIDER DOES NOT CONTROL.

12. Indemnification

12.1 By Provider. Provider will defend Customer against any third-party claim alleging that the Services, as provided by Provider and used in accordance with this Agreement, infringe a United States patent, copyright, or trademark, or misappropriate a trade secret, and will pay the damages and costs finally awarded or agreed in settlement by Provider.

12.2 Exclusions. Section 12.1 does not apply to claims arising from: (a) Customer Data; (b) Outputs; (c) combination of the Services with products, services, data, or processes not provided by Provider; (d) modifications of the Services not made by Provider; (e) use of the Services in breach of this Agreement; (f) free, trial, or pilot use; or (g) third-party AI models or services incorporated in the Services.

12.3 Remedies. If the Services are, or Provider believes they may become, subject to an infringement claim, Provider may: (a) obtain the right for Customer to keep using them; (b) modify or replace them so they are non-infringing with materially similar functionality; or (c) if neither is commercially reasonable, terminate the affected Services and refund prepaid fees for the unused part of the term. This Section 12 states Provider’s entire liability, and Customer’s sole remedy, for infringement claims.

12.4 By Customer. Customer will defend Provider and its Affiliates, officers, employees, and contractors against any third-party claim, including any claim or action by a Call Recipient or a governmental authority, arising from: (a) Customer Data; (b) Customer’s or its Authorized Users’ breach of the AUP or Section 9.2; (c) Customer’s failure to comply with laws governing its use of the Services, including the laws and responsibilities described in Sections 4.2 and 4.3; or (d) Customer’s use of Outputs. Customer will pay the damages, fines, penalties, and costs (including reasonable attorneys’ fees) finally awarded or agreed in settlement by Customer.

12.5 Process. The indemnified party will: (a) give the indemnifying party prompt written notice of the claim (a delay only reduces the indemnifying party’s obligations to the extent it is prejudiced); (b) give the indemnifying party sole control of the defense and settlement, except that the indemnifying party may not settle a claim in a way that imposes an obligation or admission on the indemnified party without its consent, which will not be unreasonably withheld; and (c) provide reasonable cooperation at the indemnifying party’s expense. The indemnified party may join with its own counsel at its own cost.

13. Limitation of Liability

13.1 Exclusion of indirect damages. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, REVENUE, OR GOODWILL, OR LOST, CORRUPTED, OR UNAVAILABLE DATA, HOWEVER CAUSED AND EVEN IF ADVISED OF THEIR POSSIBILITY.

13.2 Provider’s cap. PROVIDER’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEES ACTUALLY RECEIVED BY PROVIDER UNDER THE ORDER FORM GIVING RISE TO THE CLAIM IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.

13.3 Customer’s cap. EXCEPT FOR THE EXCLUDED CLAIMS, CUSTOMER’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID AND PAYABLE BY CUSTOMER UNDER THE ORDER FORM GIVING RISE TO THE CLAIM IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.

13.4 Excluded Claims. “Excluded Claims” means: (a) each party’s indemnification obligations under Section 12; (b) Customer’s obligation to pay fees; (c) Customer’s breach of the AUP or Section 9.2; and (d) Customer’s failure to comply with laws governing its use of the Services, including the laws and responsibilities described in Sections 4.2 and 4.3. Sections 13.1 to 13.3 do not apply to Excluded Claims. Customer’s liability for Excluded Claims is not limited.

13.5 Application. These limits apply to all claims under any theory, including contract, tort (including negligence), and statute, to the maximum extent permitted by law. The fees reflect this allocation of risk.

14. General

14.1 Governing law and venue. Delaware law governs this Agreement, without regard to conflict-of-laws rules. The state and federal courts located in Delaware have exclusive jurisdiction over any dispute arising from this Agreement, and each party consents to that jurisdiction. Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

14.2 Jury waiver. TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY DISPUTE ARISING FROM THIS AGREEMENT.

14.3 Assignment. Neither party may assign this Agreement without the other party’s written consent, which will not be unreasonably withheld. Either party may assign this Agreement without consent to an Affiliate or to a successor in a merger, acquisition, or sale of all or substantially all of its assets or of the business to which this Agreement relates. Any other attempted assignment is void.

14.4 Force majeure. Neither party is liable for a delay or failure to perform, other than a payment obligation, caused by events beyond its reasonable control. These include natural disasters, epidemics, war, terrorism, civil unrest, labor disputes, government action, utility or internet failures, failures of telecommunications carriers, and failures or changes of third-party AI model providers, hosting providers, or other third-party services.

14.5 Notices. Notices must be in writing. Notices to Provider go by email to legal@in2ition.ai, with a copy by mail to 4 High St., STE 170, North Andover, MA 01845 for notices of breach or termination. Notices to Customer go to the notice contact in the Order Form. Email notice is effective when sent, unless the sender receives a delivery failure. Provider may give routine operational notices through the Services.

14.6 Publicity. Provider may identify Customer as a customer, including by name and logo, unless Customer opts out by written notice to Provider. After an opt-out, Provider will stop new uses within a reasonable time.

14.7 Export and sanctions. Each party will comply with US export control and sanctions laws in connection with the Services. Customer represents that it is not located in, or owned or controlled by a party in, a country or on a list subject to US sanctions.

14.8 Independent parties. The parties are independent contractors. This Agreement creates no partnership, agency, or joint venture, and no third-party beneficiaries.

14.9 Entire agreement. This Agreement, with the documents listed in Section 2.1, is the entire agreement between the parties on its subject and supersedes all prior or contemporaneous agreements, proposals, and representations on that subject.

14.10 Waiver and severability. A waiver must be in writing. Failure to enforce a provision is not a waiver. If a provision is unenforceable, it will be enforced to the maximum extent possible and the rest of this Agreement remains in effect.

14.11 Counterparts and electronic signatures. This Agreement and any Order Form may be signed in counterparts and by electronic signature, each of which is an original.

14.12 Interpretation. Headings are for convenience. “Including” means “including without limitation”. No provision will be construed against a party because that party drafted it.