Master Services Agreement

Master Services Agreement

This Master Services Agreement (“MSA”), together with all Order Forms (collectively, the “Agreement”), governs Customer’s access to and use of the Services, and is entered into as of the date of the last signature on the signature page below (the “Effective Date”) between Tools for Humanity Corporation, a Delaware corporation with offices at 650 7th St, San Francisco, CA 94103 (“TFH”), and the Customer identified in the Order Form(s) (“Customer”). TFH and Customer are each referred to individually as a “Party” and collectively as the “Parties.” By accepting the Order Form, using the Services, or procuring the Services through a Third-Party Platform, Customer agrees to this Agreement.

1. Services

1.1 Ordering Process.

1.1.1 Direct Purchase. Customer may purchase the Services by executing an Order Form.

1.1.2 Third-Party Platforms. If Customer purchases the Services through a Third-Party Platform, any order submitted by Customer is subject to the applicable Third-Party Platform Agreement and this Agreement. Customer’s use of such Third-Party Platform is governed by the applicable Third-Party Platform Agreement.

1.2 Services. TFH will provide the Services listed in the Order Form.

1.3 Orb Hosting. If Customer receives an Orb, the Orb Hosting Addendum attached as Exhibit B (“Orb Hosting Addendum”) is incorporated into and made part of this Agreement.

2. Fees and Payment

2.1 Fees. Customer will pay the Fees listed in the applicable Order Form:

2.1.1 Direct Purchase. For direct purchases, Customer will pay the Fees to TFH in accordance with Section 2.4; and

2.1.2 Third-Party Platform. If Customer procures Services through a Third-Party Platform, Customer will remit the amounts due to TFH to the operator of such Third-Party Platform in accordance with the terms of the applicable Third-Party Platform Agreement.

2.2 Number of Users. Fees are based on the number of Authorized Users committed under the applicable Order Form and are non-cancelable and non-refundable once the Order Form is executed, except as expressly set forth in this Agreement. Customer may increase its committed quantities during an applicable Subscription Term by executing an additional Order Form but may not decrease them until the end of the Subscription Term.

2.3 Taxes. All Fees are exclusive of taxes; Customer is responsible for all sales, use, excise, and similar taxes, duties, and charges imposed on amounts payable under this Agreement, other than taxes imposed on TFH’s income.

2.4 Billing and Payment. Unless otherwise stated in the applicable Order Form, Fees are due within thirty days after the date of a valid invoice. If any undisputed amount remains unpaid for ten days or more after written notice, TFH may suspend Customer’s access to the Services until all such amounts are paid in full.

2.5 Dispute. If Customer disputes any portion of an invoice, Customer will provide written notice to TFH identifying and documenting the disputed invoice within fourteen days after the invoice date and remit payment for all undisputed portions. Customer’s failure to dispute an invoice within this period constitutes Customer’s acceptance of such invoice. The parties will use commercially reasonable efforts to resolve such dispute within thirty days following receipt of Customer’s notice. If Customer procures Services through a Third-Party Platform, TFH may correct any errors in any invoice issued to Customer within sixty days after the applicable invoice date.

3. Intellectual Property Rights

3.1 License. Subject to Customer’s compliance with this Agreement and payment of all applicable Fees, TFH grants Customer and its Authorized Users a limited, non-exclusive, non-transferable, non-sublicensable license during the Term, to access and use the Services solely in accordance with the Agreement and the Documentation. Customer is responsible for its and its Authorized Users’ use of the Services, determining whether the Services are suitable for Customer’s intended use, and all decisions and actions taken in reliance on Verification Results.

3.2 Trademarks; use of Marks. TFH grants Customer a limited, non-exclusive, revocable, non-assignable, non-sublicensable right during the Term to use and display TFH’s trademarks, trade names, logos, and other designations of source (“Marks”) solely to display, without alteration (except reasonable formatting), the language, disclosures, icons, and other branding assets that TFH makes available to Customer and Authorized Users to access and use the Services and only in accordance with the Mark owner’s brand guidelines.

3.3 Feedback. Customer may provide Feedback and grants TFH a perpetual, irrevocable license to use it without any restrictions or compensation. Feedback license excludes Customer’s Confidential Information. Feedback is provided “AS IS” without warranties of any kind.

3.4 Diagnostic Data. TFH may collect and analyze Diagnostic Data and may use Diagnostic Data to operate, maintain, secure, and improve the Services and TFH’s other products and services. TFH may disclose Diagnostic Data solely in aggregated or de-identified form that does not identify Customer or any Authorized User.

3.5 Ownership; Reservation of Rights. Neither Party grants the other any right, title, or interest in or to its pre-existing technology or intellectual property. As between the Parties, TFH retains all rights, title, and interest in and to the Services, and all underlying software, technology, and documentation (excluding Customer Data), and Customer acquires no ownership interest in the Services by using them.

4. Data Protection and Privacy

To the extent TFH processes Personal Data (as defined in the DPA) in connection with the Services, the Data Processing Addendum attached as Exhibit A (“DPA”) is incorporated into and made part of this Agreement, and each Party will comply with all applicable data protection and privacy laws in connection with their performance under this Agreement.

5. Confidentiality

“Confidential Information” means any non-public information disclosed by or on behalf of a Party (“Disclosing Party”) to the other Party (“Receiving Party”) that is identified as confidential or should be understood as confidential based on its nature or the circumstances of disclosure. This excludes information the Receiving Party can demonstrate: (a) is or becomes public through no breach of this Agreement; (b) was lawfully known without confidentiality obligation before disclosure; (c) was independently developed without use of the Confidential Information; or (d) was lawfully received from a third party without confidentiality obligation. The Receiving Party will keep Confidential Information strictly confidential, protect it using measures no less stringent than those it uses to protect its own confidential information, and use it solely to fulfill its obligations under this Agreement. The Receiving Party may disclose Confidential Information only to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as this Section or as required by law, provided it gives the Disclosing Party prompt prior notice to the extent legally permitted. Upon request or termination, the Receiving Party will return or destroy Confidential Information, except as required by law or record-retention policies. These obligations survive termination for five years. Trade secrets remain protected for as long as they qualify as trade secrets under applicable law.

6. Warranties and Disclaimer

6.1 Each Party represents and warrants to the other Party that: (i) it has the full corporate right, power and authority to enter into this Agreement and to perform its obligations under it; (ii) the execution of this Agreement and the performance of its obligations do not and will not conflict with or result in a breach of any other agreement to which it is a party; and (iii) in performing its duties under this Agreement, it will comply with applicable law. TFH also warrants to Customer that, to the best of its knowledge, the Services will be free from any viruses or other malicious code.

6.2 DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TFH DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR ACCURACY. TFH DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. ALL SERVICES, TOOLS, AND TECHNOLOGIES PROVIDED BY OR ON BEHALF OF TFH ARE PROVIDED “AS IS” AND “WITH ALL FAULTS”. CUSTOMER WILL NOT MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE SERVICES EXCEPT AS EXPRESSLY AUTHORIZED IN A SIGNED WRITING BY TFH. EACH PARTY ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY WARRANTIES OR REPRESENTATIONS OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT.

7. Indemnification

7.1 Customer Indemnification. Customer will defend, indemnify, and hold harmless TFH and its officers, directors, employees, contractors, agents, successors, and permitted assigns (collectively, the “TFH Indemnified Parties”) from and against any third-party claim, action, suit, proceeding, investigation, or demand (each, a “Claim”), and any related damages, liabilities, judgments, settlements, penalties, fines, costs, and expenses (including reasonable attorneys’ and experts’ fees and expenses), to the extent arising out of or relating to: (a) Customer Data or Customer’s material breach of this Agreement (including, but not limited to, any breach of its confidentiality obligations herein); (b) Customer’s or its Authorized Users’ use of the Services in violation of this Agreement or applicable law; (c) any decision made by Customer based on Verification Results; or (d) the gross negligence or willful misconduct of Customer or any of its officers, directors, employees, contractors, or agents.

7.2 TFH Indemnification. TFH will defend, indemnify, and hold harmless Customer and its officers, directors, employees, and agents from and against any Claim alleging that the Services, as provided by TFH and used in accordance with this Agreement, infringe or misappropriate such third party’s intellectual property rights, and any related damages, liabilities, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) finally awarded or agreed in settlement. If the Services become, or in TFH’s opinion are likely to become, the subject of such a Claim, TFH may, at its option and expense: (a) procure for Customer the right to continue using the Services; (b) modify or replace the Services so that they are non-infringing without material loss of functionality; or (c) if neither (a) nor (b) is commercially reasonable, terminate the affected Order Form and refund any prepaid Fees for the unused portion of its Subscription Term. TFH will have no obligation under this Section 7.2 to the extent a Claim arises from: (i) combination of the Services with products, services, or data not provided by TFH; (ii) modifications to the Services not made by TFH; (iii) Customer Data; (iv) use of the Services in violation of this Agreement or the Documentation; or (v) continued use of the Services after TFH has provided a non-infringing alternative. This Section 7.2 states TFH’s sole and exclusive liability, and Customer’s sole and exclusive remedy, for infringement or misappropriation of intellectual property rights by the Services.

7.3 Indemnification Procedure. The Party seeking indemnification under Section 7 (an “Indemnified Party”) will promptly notify the other Party (the “Indemnifying Party”) of any Claim for which indemnification is sought. Late notice will relieve the Indemnifying Party of its obligations under Section 7 only to the extent the Indemnifying Party is materially prejudiced. The Indemnifying Party will have the right to assume and control the defense and settlement of the Claim with counsel reasonably acceptable to the Indemnified Party. The Indemnified Party may participate in the defense of the Claim with counsel of its own choosing at its own expense. The Indemnifying Party will not settle any Claim without the prior written consent of the affected Indemnified Party, not to be unreasonably withheld, conditioned, or delayed, unless such settlement: (i) fully and unconditionally releases the affected Indemnified Party from all liability with respect to the Claim; (ii) does not include any admission of liability, fault, or wrongdoing by the affected Indemnified Party; and (iii) does not impose any non-monetary obligation, restriction, or injunctive relief on the affected Indemnified Party. The Indemnified Party will reasonably cooperate with the Indemnifying Party in connection with the defense of the Claim, at the Indemnifying Party’s reasonable expense.

8. Limitation of Liability

8.1 LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EXCEPT FOR EXCLUDED CLAIMS, (A) NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, OR DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED, IN THE AGGREGATE, THE TOTAL FEES PAID OR PAYABLE BETWEEN THE CLAIMANT AND THE PARTY AGAINST WHOM THE CLAIM IS ASSERTED UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

8.2 For purposes of this Section 8, “Excluded Claims” are limited to liability arising from: (i) a Party’s obligation to pay fees under this Agreement; (ii) a Party’s breach of the confidentiality restrictions in this Agreement; (iii) a Party’s indemnification obligations under Section 7; (iv) a Party’s fraud, gross negligence, or willful misconduct; or (v) Customer’s breach of the use restrictions in Section 10.9.

9. Term and Termination

9.1 Term. This MSA commences on the Effective Date and, unless earlier terminated in accordance with its other provisions, continues until the earlier of: (a) thirty (30) days after either Party gives the other Party written notice of termination, provided no Order Forms are in effect when notice is given or at any time during that notice period; or (b) the first anniversary of the expiration or termination of the last Order Form in effect, provided no new Order Form has become effective during that one-year period. If a new Order Form becomes effective during that period, the one-year period restarts upon the expiration or termination of the last Order Form then in effect.

9.1.1 Each Order Form has the subscription term specified in that Order Form or, if none is specified, one year. Unless otherwise specified in the applicable Order Form, it automatically renews for successive one-year periods unless either Party gives written notice of non-renewal at least thirty (30) days before the end of the then-current subscription period. The subscription term and any renewal periods collectively constitute that Order Form’s “Subscription Term.”

9.2 Termination. Either Party may terminate this MSA and/or an Order Form for a material breach that remains uncured thirty days after written notice of the breach, or immediately upon written notice if the other Party becomes insolvent, makes a general assignment for the benefit of creditors, or becomes subject to any voluntary or involuntary bankruptcy, receivership, or similar proceeding.

9.3 Effect of Termination. Upon termination of this Agreement for any reason: TFH will immediately cease all use of Customer Data and, at Customer’s request, destroy, render inaccessible, or return Customer Data and certify such action to Customer within thirty (30) days of termination, except as required by law. The following sections of this Agreement survive expiration or termination: Section 3 (Intellectual Property Rights), Section 4 (Data Protection and Privacy), Section 5 (Confidentiality), Section 6.2 (Disclaimer), Section 7 (Indemnification), Section 8 (Limitation of Liability), Section 9.3 (Effect of Termination), and Section 10 (Miscellaneous).

10. Miscellaneous

10.1 Entire Agreement; Severability. The Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements or understandings. If there is any conflict or inconsistency between this MSA and any Order Form or exhibit, this MSA will control unless the applicable Order Form expressly amends this MSA by specific reference to the amended section. If there is any conflict between this Agreement and any other document incorporated by reference, the terms of this Agreement will prevail. All provisions of this Agreement and its incorporated documents will be interpreted, to the maximum extent possible, to be complementary and enforceable. If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision will be enforced to the maximum extent permissible, and the remaining provisions of this Agreement will remain in full force and effect.

10.2 Assignment. Neither Party may assign its rights or obligations under this Agreement without the other Party’s prior written consent, except that either Party may assign this Agreement in part or in its entirety to an affiliate or to a successor or other transferee in connection with a reorganization, change of control, or transfer of the business or activities to which this Agreement relates. The assigning Party will provide written notice of the assignment.

10.3 Trade Controls. Customer is responsible for ensuring that its use of the Services complies with applicable trade laws, including sanctions and export-control laws. Customer may not use the Services for the benefit of, or re-export the Services to, any person that is the subject or target of any sanctions program administered by the U.S. Treasury's Office of Foreign Assets Control or any equivalent governmental authority or a national of any jurisdiction subject to comprehensive U.S. government sanctions. Each Party will promptly notify the other Party if it becomes aware of any change that would cause this representation to be inaccurate.

10.4 Notices. All notices under this Agreement will be sent to the email address specified for each Party in the applicable Order Form. Notices are deemed effective upon delivery to the designated email address.

10.5 Force Majeure. Neither Party will be liable for any failure in performance under this Agreement that results directly or indirectly from a Force Majeure Event. A Force Majeure Event does not affect or excuse Customer’s obligation to pay amounts already due.

10.6 Governing Law; Dispute Resolution. This Agreement will be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of law principles. Any dispute relating to this Agreement will be resolved by final and binding arbitration administered by JAMS. The arbitration will be conducted in San Francisco, California. Notwithstanding the general choice of law, the Federal Arbitration Act (FAA) governs the interpretation, validity, enforcement and proceedings of this agreement to arbitrate, and judgment on the award may be entered in any court of competent jurisdiction. The Parties agree that any arbitration will be conducted in their individual capacities only and not as a class action, collective action, or other representative proceeding. The Parties expressly waive their right to file or participate in a class action or seek relief on a class-wide basis. Notwithstanding the foregoing, either Party may seek a temporary restraining order, preliminary injunction, or other interim or provisional relief from any court of competent jurisdiction at any time, to prevent irreparable harm or preserve the status quo pending the arbitrator’s resolution of the dispute on the merits. Seeking such relief in court will not constitute a waiver by either Party of its obligation to arbitrate the underlying dispute.

10.7 Waiver. A waiver of any provision of this Agreement must be made in writing by the waiving Party. A waiver of any term will not be deemed a waiver of any other breach or provision. All remedies and rights in this Agreement are cumulative.

10.8 Equitable Relief. Each Party acknowledges that a breach of Section 10.9 may cause irreparable harm for which monetary damages would not be an adequate remedy, and the non-breaching Party will be entitled to seek injunctive or other equitable relief, including in a court of competent jurisdiction, without any requirement to post a bond, in addition to all other remedies available at law or in equity.

10.9 Use Restrictions. Customer will not: (a) use the Services for any fraudulent, deceptive, or unlawful purpose; (b) attempt to circumvent, disable, or interfere with any security features, or access controls; (c) knowingly or negligently interfere with or disrupt the integrity, performance, or availability of the Services or any related systems or networks; (d) reverse engineer or extract source-code from the Services, except to the extent applicable law prohibits this restriction; or (f) use the Services, any output or results generated by the Services, or any data derived therefrom, without TFH’s prior written consent, for the purpose of: (1) benchmarking the Services against any competing product or service; (2) developing, training, or improving any competing identity verification, proof-of-humanity, or biometric authentication product or service; or (3) disclosing benchmark results or comparative performance data to any third party. Nothing in this clause prohibits Customer from evaluating the Services for its own internal integration purposes or from exercising any rights expressly granted under this Agreement. Where TFH issues Customer any Credentials in connection with the Services, Customer will keep such Credentials confidential, use commercially reasonable efforts to prevent unauthorized use, not misrepresent its identity when accessing the Services, and promptly notify TFH of any unauthorized use of its Credentials.

10.10 Changes to the Services. TFH may modify the Services or features, provided that such changes do not materially degrade the core functionality of the Services provided to Customer under an executed Order Form during its then-current term.

11. Definitions

“Authorized Users” means Customer’s employees, consultants, contractors, and agents who access the Services under this Agreement.

“Credentials” means the client IDs, signing keys, or other access credentials issued by TFH to Customer in connection with the Services.

“Customer Data” means any data, content or information (including personal data) that (a) Customer submits or inputs into the Services; (b) TFH collects through the Services on Customer’s behalf; or (c) constitutes Verification Results generated in connection with Customer's use of the Services. Customer Data excludes Diagnostic Data.

“Diagnostic Data” means data and information relating to the provision, use, and performance of the Services and related systems and technologies, including session data, metadata, and technical, usage, and diagnostic information.

“Documentation” means the technical documentation, guides, and usage requirements for the Services that TFH makes available to Customer, as updated from time to time.

“Feedback” means feedback provided about the Services by Customer to TFH.

“Fees” means the fees specified in the applicable Order Form.

“Force Majeure Event” means any act of God, acts of civil or military authorities, acts of terrorists, civil disturbances, war, strike, global materially disruptive health emergencies, labor disputes, or interruption in telecommunications or Internet services or network provider services.

“Orb” means an Orb device that verifies whether an individual is a unique human.

“Order Form” means an order for the Services either (a) mutually executed by the Parties and referencing this MSA, or (b) placed through a Third-Party Platform under a Third-Party Platform Agreement.

“Services” means the services (including TFH’s enterprise portal and Orb hosting services) made available by TFH for purchase or use by Customer, directly or through a Third-Party Platform.

“Term” means the period commencing on the Effective Date and continuing until this MSA is terminated in accordance with its terms.

“Third-Party Platform Agreement” means the agreement between Customer and the operator of the applicable Third-Party Platform governing Customer’s use of that Third-Party Platform.

“Third-Party Platform” means a third-party app store, app marketplace, or cloud marketplace authorized by TFH through which Customer may procure the Services.

“Verification Results” means the verification results, signals, or other outputs returned by the Services to Authorized User or Customer.

12. Exhibits

Exhibit A: Data Processing Addendum.

Exhibit B: Orb Hosting Addendum.

EMSA20260921