Master Service Agreement

1.1 Provision of the Service

Subject to all the terms of this Agreement, AthenaHQ grants Customer a non-sublicensable, non-transferrable (except with an assignment of this Agreement as authorized herein), nonexclusive, limited right to access and use the hosted services described in an Order Form (collectively, the "Service") for the purpose of helping brands monitor, analyze, and improve their visibility and perception across AI-powered search engines using Generative Engine Optimization.

1.2 General Restrictions

Customer shall not (and shall not allow any third party to): (a) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code to any of any part of the Service, (b) modify or create derivatives of the Service, (c) rent, lease, copy, provide access to or sublicense the Service to a third party; or (d) use the Service to help develop any products or services that compete with the Service.

1.3 Feedback

Notwithstanding anything else, Customer grants AthenaHQ a perpetual, irrevocable, royalty free, paid-up, sub-licensable, right and license to use, display, reproduce, distribute and otherwise exploit Feedback for any purposes. AthenaHQ agrees that (i) Customer does not have to provide Feedback, and (ii) all Feedback is provided "AS IS". "Feedback" means all suggestions for improvement or enhancement, recommendations, comments, opinions or other feedback provided by Customer (whether in oral, electronic or written form) to AthenaHQ for the Service.

1.4 Support

AthenaHQ will provide the service levels and support set out in Exhibit A attached hereto.

1.5 Commercial Partnership Terms

Once satisfied with the services provided, Customer will provide the following:

• Logo Use Rights: Customer grants AthenaHQ permission to publicly display their logo in marketing and promotional materials.
• Reference Calls: Customer agrees to participate in reference calls with AthenaHQ's prospective customers.
• Advocacy & Testimonials: Customer supports AthenaHQ through acts of advocacy such as case study participation, public testimonials, or sharing feedback on third-party sites (e.g., G2, TrustRadius, LinkedIn).

2.1 Customer Data

"Customer Data" means all data provided by Customer or its systems or providers to AthenaHQ. As between the parties, Customer shall retain all right, title and interest in the Customer Data.

2.2 License of Data

Subject to the terms of this Agreement, Customer hereby grants to AthenaHQ a non-exclusive, worldwide, royalty-free right to use the Customer Data to the extent necessary to provide the Service to Customer. Customer represents and warrants that (i) it has all rights and authorization to provide the Customer Data, and (ii) Customer's provision, use and maintenance of Customer Data complies with all laws, regulations and third-party rights.

2.3 Security

AthenaHQ will implement and maintain an industry-standard information security program with administrative, physical, and technical safeguards designed to protect the integrity of Customer Data.

3.1 Data Processing and Responses

Through the Services, AthenaHQ processes Customer Data using various technologies, which may include artificial intelligence, machine learning, and similar automated systems ("AI Systems"). When Customer submits requests or queries via the Services, AthenaHQ provides processed information, reports, and analytics based on this data processing ("Responses"). Responses exclude any User Generated Content (defined below). Customer understands that Responses may contain both proprietary and third-party information, and Customer's use of Responses must comply with this Agreement and all applicable laws.

3.2 Creative Content

The Service may provide Customer with suggested creative content (such as blog posts) to help optimize Customer's generative artificial intelligence search optimization. AthenaHQ does not claim ownership of the Creative Output. AthenaHQ shall and hereby does assign to Customer any intellectual property rights AthenaHQ has in any Creative Output. Customer acknowledges that as the Creative Output is generated by artificial intelligence models, AthenaHQ does not make any warranties as to its accuracy or non-infringing nature. Customer is responsible for determining whether the Creative Content is appropriate and legal for publication.

4.1 Fees; Payment

All fees are as set forth in the applicable Order Form and are payable in advance (but in the event there is any usage overage, such overage will be invoiced monthly in arrears). Fees must be paid within thirty (30) days of Customer's receipt of AthenaHQ's invoice, unless otherwise specified in the applicable Order Form. If Customer disagrees with an invoice, it must notify AthenaHQ within sixty (60) days from receipt of the invoice – or it is deemed final. AthenaHQ's fees are exclusive of all taxes and other governmental assessments. Customer is responsible for all of the foregoing - other than taxes based on the income of AthenaHQ. Except as expressly set out herein, all fees are non-cancellable and non-refundable.

4.2 Late Payments

In the event of late payments, Customer agrees to pay interest at the rate of 1.5% per month (or the maximum rate permitted by applicable law, whichever is less) (plus all costs of collection). If Customer's account is thirty (30) days or more overdue, in addition to any of its other rights or remedies, AthenaHQ reserves the right to suspend Customer's access to the Service, on five (5) days email notice, without liability to Customer until such amounts are paid in full.

5.1 Term

This Agreement will begin on the Effective Date and terminate as set forth below. Unless otherwise terminated as set forth below, each Order Form will begin on its effective date and have the initial term set forth thereon. Thereafter, each Order Form will automatically renew for successive renewal terms of equal length to the initial term, unless either party provides the other party with written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term.

5.2 Termination

Either party may terminate this Agreement on thirty (30) days written notice if there are no Order Forms in effect. There is no other right to terminate for convenience. Order Forms cannot be terminated for convenience. In addition, either party may terminate this Agreement if the other party (a) fails to cure any material breach of this Agreement within thirty (30) days after written notice (such notice must contain sufficient detail as to the nature of the breach and expressly state the intent to terminate) (email notice is sufficient in the case of non-payment); (b) ceases operation without a successor; or (c) seeks protection under, or is subject to, any bankruptcy, receivership or comparable proceeding. For clarity, termination of this Agreement will automatically terminate all Order Forms.

5.3 Effect of Termination

Upon any expiration or termination of this Agreement, (i) Customer shall immediately cease any and all use of and access to the Service and (ii) each party will return to the other party (or destroy at the discloser's request) such other party's Confidential Information (subject to Section 5.4 below). In the event this Agreement is terminated by Customer for AthenaHQ's uncured breach as authorized in Section 5.2, or is terminated pursuant to 7, AthenaHQ will promptly refund to Customer all fees paid in advance for the remainder of the term. In the event of any other termination, all fees that but for termination would otherwise have been due for the full term of all Order Forms (as if no termination had occurred) will be non-cancellable and non-refundable (and, if not already paid, will become promptly due).

5.4 Data on Termination

During the ninety (90) days period immediately following expiration or termination of this Agreement, AthenaHQ will, on request, provide Customer with access to the Customer Data for download. Thereafter, all data may be deleted by AthenaHQ.

5.5 Survival

The following Sections shall survive any expiration or termination of this Agreement: 1.2, 1.3, 2.3, 3, 4 (with respect to outstanding payment obligations), 5, 6.3, 7, 8, 9 (for a thirty (30) day wind-down), and 10.

6.1 Mutual Warranties

Each party represents and warrants that (i) it has all right, power, and authority to execute this Agreement and perform hereunder, (ii) its activities in connection with this Agreement will not violate any laws or regulations, and (iii) its performance will not conflict with any obligations it has to any third party.

6.2 Service Warranty

AthenaHQ warrants, for Customer's benefit only, that the Service will operate without material defect. AthenaHQ does not warrant that Customer's use of the Service will be uninterrupted or error-free. Without limitation Customer's rights in Section 5.2 above, in the event of any breach of this warranty AthenaHQ will use commercially reasonable efforts to provide Customer with an error correction or work-around that corrects the non-conformity. The limited warranty set forth in this Section 6.2 shall not apply if (i) the error was caused by misuse, unauthorized modifications or third-party hardware, software or services, or (ii) if the Service is provided on a no-charge or evaluation basis.

6.3 Disclaimer; Limitation

EXCEPT FOR THE LIMITED WARRANTY IN SECTION 6.2, THE SERVICE IS PROVIDED "AS IS" AND ATHENAHQ DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

CUSTOMER ACKNOWLEDGES THAT ARTIFICIAL INTELLIGENCE SYSTEMS ARE A RAPIDLY EVOLVING FIELD. WHILE ATHENAHQ IS ALWAYS WORKING TO IMPROVE THE OFFERING, GIVEN THE PROBABILISTIC NATURE OF MACHINE LEARNING, THE OFFERING MAY PROVIDE INACCURATE OUTPUT AND/OR ACTIONS OR OTHERWISE NOT ALWAYS PRODUCE INTENDED RESULTS (COLLECTIVELY, "AI OUTPUT"). AS SUCH, CUSTOMER ACKNOWLEDGES THAT NO WARRANTIES ARE MADE BY ATHENAHQ WITH RESPECT TO (AND ATHENAHQ WILL HAVE NO LIABILITY WITH RESPECT TO) THE SPECIFIC AI OUTPUT, ACTIONS OR RESULTS OF ANY ARTIFICIAL MODELS.

NEITHER PARTY SHALL BE LIABLE, UNDER ANY LEGAL OR EQUITABLE THEORY OF LAW, WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT FOR ANY (I) INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE, OR (II) AMOUNTS IN THE AGGREGATE IN EXCESS OF THE FEES PAID BY CUSTOMER TO ATHENAHQ DURING THE IMMEDIATELY PRECEDING TWELVE (12) MONTH PERIOD (OR, IF NO AMOUNTS HAVE BEEN PAID, SUCH AMOUNT SHALL BE US$1,000.00). NOTWITHSTANDING THE FOREGOING, THE LIMITATIONS ABOVE WILL NOT APPLY TO EITHER PARTY'S GROSSLY NEGLIGENCE OR WILLFUL BREACH OF SECTION 8 OR CUSTOMER'S BREACH OF ANY LICENSE RESTRICTIONS. FOR INDEMNITY OBLIGATIONS, AND ANY INFORMATION SECURITY RELATED ISSUES, THE CAP SET FORTH IN SECTION 6.3(II) WILL BE INCREASED TO TWENTY-FOUR (24) MONTHS.

9.1 Assignment

This Agreement will bind and inure to the benefit of each party's permitted successors and assignees. Neither party may assign this Agreement except upon the advance written consent of the other party, except that either party may assign this Agreement in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of such party's assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 10.1 will be null and void.

9.2 Force Majeure

Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, pandemic, riot, natural disaster, failure or diminishment of telecommunications, or refusal of a license by a government agency. If a force majeure event prevents a party's performance hereunder for more than ten (10) days, the other party may terminate this Agreement on written notice. Force majeure will not excuse payment obligations for services performed.

9.3 Governing Law; Jurisdiction and Venue

This Agreement shall be governed by the laws of the State of California and the United States without regard to conflicts of law provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court), any dispute arising under this Agreement shall be finally settled in accordance with the Rules of the Judicial Arbitration and Mediation Service ("JAMS") in accordance with such Rules. To the extent the JAMS streamlined rules are available – they shall apply. The arbitration shall take place in Santa Clara, California, in the English language and the arbitral decision may be enforced in any court. To the extent a claim cannot legally be arbitrated (as determined by an arbitrator), the jurisdiction and venue for actions related to the subject matter hereof shall be the state and United States federal courts located in Santa Clara, California and both parties hereby submit to the personal jurisdiction of such courts.

9.4 Notice

Except as otherwise set forth in this Agreement, any notice or communication required or permitted under this Agreement shall be in writing to the parties at the addresses set forth on the first page of this Agreement, an Order Form, or at such other address as may be given in writing by either party to the other in accordance with this Section and shall be deemed to have been received by the addressee: (i) if given by hand, immediately upon receipt; (ii) if given by overnight courier service, the first business day following dispatch or (iii) if given by registered or certified mail, postage prepaid and return receipt requested, the second business day after such notice is deposited in the mail. In addition, any legal notices to AthenaHQ must be delivered to the following email address: legal@athenahq.ai (but, notwithstanding earlier receipt via email, legal notices will be deemed received when the physical notice is received as set forth in preceding sentence).

9.5 Entire Agreement

This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. It may only be amended or waived in a writing executed by both parties. Any additional or different terms of conditions contained in any Customer document (such as a web link to Customer's online terms contained in a Customer purchase order, are void even if the document is accept by, or performed on by, Company). If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that this Agreement shall otherwise remain in effect. This Agreement may be executed electronically and in counterparts (such as via DocuSign).

Service Levels

The Services shall be available 99.9%, measured monthly, excluding holidays and weekends and scheduled maintenance. If Customer requests maintenance during these hours, any uptime or downtime calculation will exclude periods affected by such maintenance. Further, any downtime resulting from outages of third party connections or utilities or other reasons beyond Company's control will also be excluded from any such calculation.

Customer's sole and exclusive remedy, and Company's entire liability, in connection with Service availability shall be that for each period of downtime lasting longer than one hour, Company will credit Customer 5% of Service fees for each period of 60 or more consecutive minutes of downtime; provided that no more than one such credit will accrue per day. In order to receive downtime credit, Customer must notify Company in writing within thirty (30) days from the time of downtime, and failure to provide such notice will forfeit the right to receive downtime credit. Such credits may not be redeemed for cash and shall not be cumulative beyond a total of credits for one (1) week of Service Fees in any one (1) calendar month in any event. Company will only apply a credit to the month in which the incident occurred. Company's blocking of data communications or other Service in accordance with its policies shall not be deemed to be a failure of Company to provide adequate service levels under this Agreement.

Support Terms

Company will provide Technical Support to Customer via both telephone and electronic mail on weekdays during the hours of 9:00 am through 5:00 pm Pacific time, with the exclusion of Federal Holidays ("Support Hours"). Customer may initiate a helpdesk ticket during Support Hours by calling 908-922-7633 or any time by emailing support@athenahq.ai. Company will use commercially reasonable efforts to respond to all Helpdesk tickets within one (1) business day.