MASTER SERVICES AGREEMENT

Last Updated: July 16, 2024

This Master Services Agreement (this "Agreement") is a legal agreement by and between ClearVoice, Inc., a Delaware corporation, with its principal place of business at 2425 Camelback Rd., Ste. 150, Phoenix, AZ 85016, its affiliates, and each of their respective successors and assigns (the "Company>") and customer identified in the applicable Order Form (the "Customer") (each "Party", collectively the "Parties").

This Agreement governs Customer's use of (i) the services provided by Company or otherwise accessible via www.ClearVoice.com or any other web site or IP address designated by Company (the "Platform"), and (ii) the Content provided by Company through the Platform. Capitalized terms not defined within this Agreement shall have the meaning set forth in the Company's Terms of Service available at: https://www.clearvoice.com/terms/terms-of-service/, and/or Privacy Policy available at: https://www.clearvoice.com/terms/privacy-policy/, on the Platform, as updated by Company from time to time, which are incorporated into and made a part of this Agreement. In the event of inconsistency between the Terms of Service and this Agreement, the Agreement shall prevail. If there is a conflict between the Order Form and this Agreement, the Order Form will prevail.

It is hereby covenanted and agreed as follows:

1. Definitions.

1.1. "Affiliate" means any entity directly or indirectly controlling, controlled by or under common control with the subject entity. For purposes of this definition, the terms "controlling", "controlled by" or "under common control with" means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of the subject entity, whether through the ownership of voting securities, by contract or otherwise, or the power to elect at least 50% of the directors, managers, general partner, or persons exercising similar authority with respect to the subject entity.

1.2. "Confidential Information" means information disclosed by a Party to the other Party under this Agreement that is marked as confidential, or a reasonable person would consider confidential under the circumstances.

1.3. "Creator" means a creator, including creators providing the Flex Services (the "Flex Creator"), on the Company's Platform that provides writing, editing, custom video, photography and any related services described under the Order Form (defined below) that will create the Managed Content.

1.4. "Customer Content" means content uploaded to the Platform by the Customer or in other means as agreed in advance by Parties.

1.5 "Emergency Security Issue" means the Customer or any Permitted User's use of the Platform in a manner which could disrupt (i) the Platform, (ii) other users' use of the Platform, or (iii) the network or servers of Company or its licensors that are used to provide the Platform; or (iv) unauthorized third party access to the Platform.

1.6. "Force Majeure Event" means the existence of a condition that is beyond a Party's reasonable control, for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action and Internet disturbance.

1.7. "Intellectual Property Rights" means current and future worldwide rights under patents and patent applications, and all patents issuing from the patent applications, together with any and all divisionals, continuations or continuations-in-part, substitutions, extensions, registrations, confirmations, reissues, re-examinations, and renewals, know-how, inventions, copyrights, trade secrets, trademarks, trade dress, moral rights, other similar proprietary rights and all foreign counterparts of the foregoing.

1.8. "Managed Content" means content created for Company on behalf of a Customer by Creators which will be provided on the Platform or in other means as agreed in advance by parties.

1.9 "Managed Services" means professional services provided by Company to Customer including the Flex Services as further detailed within an Order Form.

1.10. "Order Form" means a document executed between Customer and Company, either online through an order page on the Platform or in an offline agreement, setting forth the details of Managed-Services provided by Company to Customer.

1.11. "Permitted Users" means Customer's employees or service providers who are explicitly authorized by Customer to use the Platform.

1.12. "Producer" means a Creator who works in conjunction with, and under the supervision and direction of, Company to deliver the Managed Content.

2. Services.

2.1 Managed Services. Subject to the terms and conditions of this Agreement, Company will provide the content marketing features, applications, and services which may include Managed Content, and functionality as set forth in the Order Form. The Order Form is incorporated into and made part of this Agreement.

2.2 Non-Circumvention. Customer shall not, during the Term and for a period of one (1) year following termination or expiration of this Agreement, make any contact with, agreement with, or otherwise be involved in any transaction(s) with any Producer or Creator whose identity was gained solely pursuant to Customer's use of the Platform and/or the Company's services, except as provided within the Platform. Customer will not make any effort to circumvent this Agreement in an effort to do business directly with any Creator, Producer or Company employee. Notwithstanding the above, Customer may opt-out from the non-circumvention undertakings with regards to any Creator other than the Flex Creator, and choose to engage (directly or indirectly via third parties) Producer or Creator outside of the Platform, subject to a prior written notice to the Company (at the address cancellations@clearvoice.com) and to advance payment by Customer in the amount of USD 10,000. This fee shall not release the Customer from the Termination Fees stated under Section 6.4. For Flex Creator, the Customer may opt-out from the non-circumvention undertakings by providing a prior written notice to the Company (at the address cancellations@clearvoice.com) subject to an advance payment of the higher from the following amounts: (a) USD 25,000; or (b) two times the total Fees paid by Customer to Company within the period of twelve (12) months prior to contacting with, entering into an agreement with, or otherwise being involved in any transaction(s) with the applicable Flex Creator.

3. Customer Obligations.

3.1 Technical Obligations. Customer acknowledges and agrees that (a) Company is not responsible for any hardware used by Customer to access the Platform, and (b) if such Customer hardware is deficient, the Platform may not be accessible or available to Customer.

3.2 Permitted Users. Customer or Company will add Permitted Users individually using the Platform.

3.3 Use of Platform. Customer will specify a minimum of one Permitted User through the Platform who will receive certain notifications as set forth in this Agreement and will have the rights to manage and administer the Platform, including Permitted Users (each, an "Administrator"). Customer is responsible for: (a) maintaining the confidentiality of its Platform access credentials; (b) designating those of its employees who are Administrator(s) and authorized to access the Platform; and (c) ensuring that all activities that occur in connection with the Platform comply with the terms of this Agreement and applicable law.

3.4 Compliance. Customer is solely responsible for all Platform activity by Permitted Users. Customer will abide, and will ensure that Permitted Users abide, by all obligations stated under this Agreement, any applicable local, state, national and foreign laws, treaties and regulations in connection with use of the Platform, including but not limited to those related to data privacy, international communications, export control, and the transmission of technical or personal data.

3.5 Privacy. Customer is responsible for protecting the privacy rights of Permitted Users under all applicable laws and regulations. Customer's Administrator(s) may have the ability to access, monitor, use, or disclose data of the Customer. Customer is responsible for obtaining any necessary authorizations, if applicable, from Permitted Users to enable Company to provide the Platform.

3.6 Unauthorized Use. Customer will use all commercially reasonable efforts to prevent unauthorized use of the Platform by Permitted Users, and to terminate any such unauthorized use. Customer will promptly notify Company of any unauthorized use of, or access to, the Platform of which it becomes aware, including unauthorized use by any Permitted User, known or suspected breaches of security, and unlawful use of the Platform or Company Intellectual Property Rights.

Customer's Cooperation.

4.1. Customer acknowledges that the successful and timely rendering of the Services shall require the good faith cooperation of Customer. Accordingly, Customer agrees to provide all relevant information and full good faith cooperation reasonably necessary for Company to deliver and provide the Services. Company shall bear no liability or otherwise be responsible to compensate or provide additional work in case of delays or failure in the provision of the Services caused by Customer's lack of sufficient cooperation.

4.2. Company will make best efforts to deliver content ideas up front for the entire Order Form but reserves the right to deliver ideas in as little as one month increments. Customer shall provide feedback on content ideas within ten (10) calendar days of the required dispatch date of the applicable service period, if no feedback is provided Company will make idea selections for Customer.

4.3. Company will share brief drafts with Customer during the first service period to align expectations on how briefs and assignments operate within the platform. Customer may suggest changes to brief drafts and Company will accommodate as long as the Platform can support such a request, and as long as such requests are made prior to dispatch timelines.

4.4. Customer shall request revisions or approve content within ten (10) calendar days of receipt ("Revision Period"). Requests by Customer that diverge from the original instructions including content additions, content rewrites, or any other substantial content alterations may incur reasonable fees. If no action is taken to revise or approve the content, or to extend the Revision Period, the content will auto-approve and be considered delivered in full to Customer. Revision requests occurring after the Revision Period and/or auto-approval may incur reasonable fees.

5. Ownership Rights.

5.1. By the Company. All rights in and to the content available on the Platform are reserved to the Company or its licensors. To the extent legally permissible, the Platform and the content available therein are provided on an "AS IS" basis. The Company will not be liable for any damages or loss incurred to the Customer and/or Permitted Users as a result or in connection with the use of the Platform, and/or the content available therein. The Customer use of the Platform and/or the content is at the Customer sole risk.

5.2. By the Customer. The Customer shall be the exclusive owner of the Managed Content and the Intellectual Property Rights therein and shall have the exclusive right to secure registration of the Managed Content. All works of authorship and associated copyrights in the Managed Content will be deemed to be "works made for hire" within the meaning of the U.S. Copyright Act. To the extent any right, title and interest in and to any Managed Content cannot be assigned to Customer, the Customer shall be granted by the Creators with an exclusive, perpetual, royalty-free, transferable, irrevocable, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to use, sell, copy, reproduce, publish, edit, adapt, modify, create derivatives, distribute, make available online, in whole or in part, and allow others to engage in any of the foregoing activities, in any medium now known or hereafter invented.

6. Term and Termination.

6.1 Initial Term; Prorated Terms. The initial term of this Agreement is the length of time beginning upon the Effective Date (as set forth on the applicable Order Form) and ending on the Expiration Date as specified in such Order Form (the "Initial Term").

6.2 Automatic Renewal. This Agreement will automatically renew for an additional term of the number of months of the Initial Term (each, a "Renewal Term" and, together with the Initial Term, the "Term"). At any time up to thirty (30) days prior to the expiration of the then-current Term, Customer may request cancellation of the Renewal Term in writing in the Platform or via email and this Agreement will terminate upon the conclusion of the then-current Term.

6.3 Termination for Breach. Either Party may terminate this Agreement immediately upon written notice if: (a) the other Party is in material breach of the Agreement and fails to cure that breach within thirty (30) days after receipt of written notice; (b) the other Party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety (90) days; or (c) with regard to Customer's payment obligations, Company may immediately terminate this Agreement for failure to pay any Fees when due.

6.4 Termination for Convenience; Termination Fee. Customer may terminate this Agreement and/or each Order Form without cause upon a minimum of thirty (30) days advance notice to Company. In such case Customer will pay cancellation fee equal to fifty percent (50%) of any pending unpaid Fees owed to Company during the remainder of the Term. Such payment will be made within fourteen (14) days of the termination effective date (the "Termination Fee").

6.5 Effect of Termination. Upon termination of this Agreement and/or an Order Form: (a) Customer will pay Company all Fees due and outstanding including but not limited to Termination Fees is applicable, and (b) upon request, each Party will return or destroy the Confidential Information of the other Party. Except otherwise agreed under this agreement, all Fees paid to Company are non-refundable.

7. Fees and Payment.

7.1 Fees. Customer will pay all fees ("Fees") for the Managed Services use of the Platform and the rights granted under this Agreement in accordance with the applicable Order Form. Unless stated otherwise in the Order Form, all invoices shall be paid by Customer within fourteen (14) days from invoice date.

7.2 Overdue Fees. If any Fees payable by Customer to Company pursuant to this Agreement are more than seven (7) days overdue, Company may also charge any additional costs incurred in collecting such overdue Fees, including, without limitation, reasonable legal fees and expenses. Notwithstanding the above, Customer shall pay a late charge at the lesser of 1.5% per month or the highest amount permitted by applicable law on all Fees past due.

8. Suspension of the Platform.

8.1 By Customer. If Customer becomes aware of a Permitted User's violation of this Agreement, Customer will suspend the applicable Permitted User's access to the Platform. If Customer fails to suspend a Permitted User's access pursuant to this paragraph, then Company reserves the right to do so. The suspension of a Permitted User's access will continue until Company is reasonably satisfied that the applicable Permitted User has cured the breach which caused the suspension and Customer pays to Company any damages incurred by Company due to the Permitted User's breach.

8.2 By Company. If Customer materially breaches the terms of this Agreement, including any failure to pay any Fees and/or unauthorized use by the Customer or any of its Permitted User, Company reserves the right to suspend Customer's use of the Platform, or particular components of the Platform, without notice until the breach is cured or Company terminates this Agreement. If there is an Emergency Security Issue, Company may immediately suspend the offending use. Suspension will be to the minimum extent and duration that Company deems to be required to prevent or terminate the Emergency Security Issue. If Company suspends a Permitted User, Company will provide Customer the reason for the suspension as soon as is reasonably possible.

9. Limitation of Liability.

9.1 Limitation of Liability. IN NO EVENT WILL COMPANY BE LIABLE FOR ANY LOST PROFITS OR REVENUES, EQUIPMENT DOWN-TIME, LOSS OF DATA, OR FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY DISCLAIMS ALL LIABILITY OF ANY KIND OF COMPANY'S CREATORS.

9.2 Limitation on Amount of Liability. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, COMPANY'S LIABILITIES UNDER THIS AGREEMENT, WHETHER UNDER CONTRACT LAW, TORT LAW, WARRANTY OR OTHERWISE WILL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO COMPANY IN THE TWELVE (12) MONTHS PRIOR TO THE DATE OF THE ACTION GIVING RISE TO THE LIABILITY.

9.3 Super Cap Liability. These limitations of liability do not apply to breaches of confidentiality obligations or violations of a Party's Intellectual Property Rights by the other Party which in no event will exceed three (3) times the amounts actually paid by Customer to Company in the twelve (12) months prior to the date of the action giving rise to the liability.

10. Miscellaneous.

10.1 Notices. All notices provided pursuant to this Agreement will be in writing. Notices will be deemed to have been delivered if addressed to the Chief Executive Officer of recipient at the address set forth in the Order Form or received at a facsimile number or email address provided by the recipient on (a) the date of personal delivery or confirmed facsimile or email transmission, (b) five (5) days after deposit in the United States mail, first class, postage prepaid, certified and return receipt requested, or (c) one (1) day after deposit with a reputable national overnight courier service. A Party may designate a different address or facsimile number for the delivery of notices upon ten (10) days' prior written notice to the other Party.

10.2 Assignment. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other Party, not to be unreasonably withheld, except (a) to an Affiliate, or (b) in connection with a merger, acquisition, corporate reorganization or sale of all or substantially all of its assets not involving a direct competitor of the other Party. In the event of a permissible assignment under this Agreement, the assignee must agree in writing to be bound by the terms of this Agreement and the assigning Party must notify promptly the other Party of the assignment. Any other attempts to assign this Agreement are null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the Parties, their respective successors and permitted assigns.

10.3 Force Majeure. Except for payment of amounts when due under this Agreement, neither Party will be liable for inadequate performance to the extent caused by a "Force Majeure Event", provided that the affected Party resumes full performance as promptly as possible following the Force Majeure Event.

10.4 No Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of that provision on any other occasion.

10.5 Severability. If any provision of this Agreement is deemed invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties will endeavor to replace the invalid or unenforceable provision with a valid and enforceable provision that reflects the original intent of the Agreement.

10.6 No Agency. The Parties are independent contractors, and this Agreement does not create an agency, partnership or joint venture.

10.7 No Third-Party Beneficiaries. It is hereby agreed that there are no third-party beneficiaries to this Agreement.

10.8 Governing Law and Disputes. This Agreement shall be governed and construed solely in accordance with the laws of the State of New York without giving effect to conflicts of law principles thereof, and only the courts in New York City shall have jurisdiction in any conflict or dispute arising out of this Agreement. THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, AND WAIVE ALL OBJECTIONS TO FORUM IN, THE COURTS IN MARICOPA COUNTY, ARIZONA.

10.9 Waiver of Jury Trial. Each Party hereby waives any right to a jury trial in connection with any action or litigation arising out of or related to this Agreement.

10.10 Amendments; Interpretation. Any amendment to this Agreement must be in writing and expressly state that it is amending this Agreement. The titles of sections and subsections contained in this Agreement are for convenience only. They form no part of this Agreement and they are not to be used in the construction or interpretation of this Agreement. Any and all uses of the word "including" in this Agreement mean "including without limitation."

10.11 Survival. Sections 6.5, 7, 9 and 10 survive the expiration and termination of this Agreement.

10.12 Entire Agreement. This Agreement, including all Exhibits and all documents referenced herein and hereby incorporated by reference, is the Parties' entire agreement relating to its subject and supersedes any prior or contemporaneous agreements on that subject.

10.13 Counterparts. The Parties may execute this Agreement in counterparts, including facsimile, PDF or other electronic copies, each of which will be considered an original, and all of which together will constitute one and the same instrument.