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This Master Services Agreement (the “Agreement”) is entered into as of [Date] (the “Effective Date”) by and between NeuralEdge AI Group (“NeuralEdge,” “Company,” “we,” or “us”) and [Customer Name] (“Customer,” “Client,” or “you”), each a “Party” and collectively the “Parties.”

1. Scope of Services

NeuralEdge agrees to provide to Customer the products, platforms, integrations, custom development, and related professional services (collectively, the “Services”) described in the intake questionnaire submitted by Customer concurrent with the execution of this Agreement (the “Statement of Work”), which is incorporated by reference and made a part hereof. Any modification to the Statement of Work must be in writing and signed by both Parties.

2. Term

This Agreement commences on the Effective Date and continues until the Services have been delivered, accepted, and all fees have been paid in full, unless earlier terminated under Section 11. Care Packages renew on a month-to-month basis as set forth in Section 4.

3. Fees & Payment Terms

3.1 Project Fees. Customer shall pay the project fees as set forth in the Statement of Work or accompanying invoice. Fifty percent (50%) of total project fees are due within five (5) calendar days of the Effective Date of this Agreement. The remaining fifty percent (50%) is due in full prior to the agreed Go-Live Date. NeuralEdge is under no obligation to launch, deploy, or transfer the Services until all fees are received in cleared funds.

3.2 Late Payment. Any amount not paid when due shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law. NeuralEdge reserves the right to suspend Services for any account more than five (5) business days past due.

3.3 Taxes. All fees are exclusive of taxes. Customer is responsible for all sales, use, value-added, and similar taxes, excluding taxes based on NeuralEdge’s net income.

3.4 Refunds. Initial deposits and project fees are non-refundable once work has commenced. No refunds will be issued for completed work or third-party costs already incurred.

4. Care Packages (Ongoing Support)

If Customer elects a Care Package as part of this engagement, fees for the Care Package are due and payable on the first (1st) day of each calendar month, in advance, and cover the immediately following thirty (30) day service period. Care Package services are non-cumulative and unused hours or credits do not roll over to subsequent periods. Failure to remit Care Package fees by the fifth (5th) of the month shall result in suspension of support services until paid current.

5. Go-Live Date

The target Go-Live Date set forth in the Statement of Work shall fall no later than fourteen (14) calendar days from the Effective Date of this Agreement. NeuralEdge will use commercially reasonable efforts to meet the Go-Live Date. The Go-Live Date may only be extended by mutual written agreement of both Parties or upon a delay caused by Customer’s failure to provide required content, access, approvals, or payment, in which case any reset Go-Live Date shall be at NeuralEdge’s reasonable discretion.

6. Intellectual Property & Use Restrictions

6.1 Ownership of Code & Deliverables. All source code, scripts, prompts, models, model weights, fine-tuning artifacts, training data derivatives, configurations, system designs, architectural diagrams, automations, workflows, integrations, AI agents, and any other deliverables produced by NeuralEdge under this Agreement (collectively, “NeuralEdge IP”) are and shall remain the sole and exclusive property of NeuralEdge AI Group. Customer is granted only a limited, non-exclusive, non-transferable, revocable license to use the deployed NeuralEdge IP solely for Customer’s internal business operations during the term of this Agreement and any active Care Package.

6.2 Strict Use Restrictions. Customer shall NOT, and shall not permit any third party to: (a) copy, reproduce, modify, alter, translate, decompile, reverse-engineer, or create derivative works from any NeuralEdge IP; (b) sell, sublicense, lease, rent, distribute, transfer, assign, or otherwise commercialize any NeuralEdge IP; (c) use any NeuralEdge IP to train, fine-tune, or develop any other artificial intelligence model, system, product, or service; (d) remove, obscure, or alter any proprietary notices; (e) host, mirror, or redeploy any NeuralEdge IP on infrastructure not authorized by NeuralEdge; or (f) use any NeuralEdge IP in a manner inconsistent with this Agreement. None of the foregoing actions may be undertaken without the prior, explicit, written authorization of NeuralEdge AI Group, signed by an authorized officer of NeuralEdge. Any unauthorized action constitutes a material breach of this Agreement and entitles NeuralEdge to immediate injunctive relief without bond, in addition to all other remedies available at law or in equity.

6.3 Customer Materials. Customer retains all rights in materials provided by Customer to NeuralEdge (e.g., logos, copy, customer data). Customer grants NeuralEdge a limited license to use such materials solely as necessary to perform the Services.

6.4 Portfolio Rights. NeuralEdge may display Customer’s name and a description of the Services delivered as a reference in NeuralEdge’s portfolio, marketing materials, and case studies, unless Customer objects in writing.

7. Confidentiality

Each Party may receive non-public information of the other (“Confidential Information”). Each Party shall use the other’s Confidential Information only to perform under this Agreement, protect it with at least the same degree of care it uses for its own confidential information (and no less than reasonable care), and not disclose it to any third party except to its employees and contractors with a need to know who are bound by similar confidentiality obligations. This obligation survives termination for three (3) years; trade secrets are protected for as long as they remain trade secrets.

8. Data Security; Infrastructure; Disclaimer of Liability for Security Breaches

8.1 Industry-Leading Infrastructure. NeuralEdge architects, builds, and deploys Customer’s Services on hardened, industry-leading cloud infrastructure provided by reputable third-party vendors, including without limitation Supabase, Inc. and Cloudflare, Inc. (collectively, the “Infrastructure Providers”). The Infrastructure Providers maintain a comprehensive set of independent third-party security certifications and attestations, including without limitation: SOC 2 Type II (annually audited under AICPA Trust Services Criteria for security, availability, processing integrity, confidentiality, and privacy); ISO/IEC 27001 (international standard for information security management systems); ISO/IEC 27018 (protection of personally identifiable information in public cloud); ISO/IEC 27701 (privacy information management, GDPR-aligned, applicable to Cloudflare); PCI DSS Level 1 (Payment Card Industry Data Security Standard, applicable to Cloudflare as both merchant and service provider); and HIPAA (compliance available through Supabase via a separately executed Business Associate Agreement and the HIPAA add-on for Protected Health Information).

8.2 Encryption & Network Protections. All Customer data stored on the platform is encrypted at rest using AES-256 encryption. All data in transit is protected by TLS 1.2 or higher. Sensitive credentials, access tokens, and API keys are encrypted at the application layer prior to storage. Network-layer protections provided by Cloudflare include distributed denial-of-service (DDoS) mitigation, a Web Application Firewall (WAF) satisfying PCI DSS Requirement 6.6, bot management, rate limiting, edge TLS termination, and Cloudflare Access (Zero Trust) identity-aware gateway controls. Database-layer protections include Postgres Row Level Security (RLS), role-based access controls, principle-of-least-privilege provisioning, audit logging, automated backups, and encrypted secret management.

8.3 Reasonable Security Measures. NeuralEdge agrees to implement and maintain commercially reasonable administrative, physical, and technical safeguards designed to protect Customer data consistent with prevailing industry standards for similarly situated service providers. NeuralEdge does not, however, represent, warrant, or guarantee that the Services, the platform, the Infrastructure Providers, or any related technology are or will be impenetrable, invulnerable, free from defect, free from compromise, or free from unauthorized access. Customer expressly acknowledges that no system connected to the Internet can be made one hundred percent (100%) secure.

8.4 Shared Responsibility Model. Customer expressly acknowledges and agrees that data security on cloud-based Services operates under a shared responsibility model. NeuralEdge is responsible for the security of the platform it builds. Customer is responsible for security in the platform — including, without limitation: (a) the secrecy, strength, rotation, and authorized use of all administrative credentials, API keys, OAuth tokens, session cookies, and other authentication factors issued to Customer or its personnel; (b) the conduct, vetting, training, supervision, and authorization of Customer’s employees, contractors, agents, and end users; (c) the legality, accuracy, completeness, and lawful provenance of any data Customer chooses to upload, store, or process; (d) Customer’s compliance with all laws, regulations, industry codes, and contractual obligations applicable to Customer’s data and Customer’s industry, including but not limited to HIPAA, HITECH, GLBA, FERPA, COPPA, PCI DSS, GDPR, UK GDPR, CCPA/CPRA, state breach notification laws, and any sector-specific privacy or data-protection regimes; (e) execution and maintenance of any required Business Associate Agreements, Data Processing Addenda, Standard Contractual Clauses, or similar instruments with Customer’s own subprocessors and downstream parties; (f) configuration of Customer-controlled security settings, multi-factor authentication enrollment, password policies, access reviews, audit log monitoring, and incident response on Customer’s side; and (g) accurate and complete disclosure to NeuralEdge, prior to commencement of Services, of the nature and sensitivity of all data to be processed.

8.5 NO LIABILITY FOR SECURITY BREACHES, DATA LOSS, OR UNAUTHORIZED ACCESS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT IN THE CASE OF NEURALEDGE’S OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS ESTABLISHED BY A FINAL, NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION, NEURALEDGE SHALL NOT BE LIABLE FOR, AND CUSTOMER HEREBY IRREVOCABLY WAIVES, RELEASES, DISCHARGES, AND HOLDS NEURALEDGE HARMLESS FROM, ANY AND ALL CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES (INCLUDING DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, AND EXEMPLARY DAMAGES), LOSSES, COSTS, EXPENSES, FINES, PENALTIES, REGULATORY ACTIONS, OR LIABILITIES OF ANY KIND OR NATURE WHATSOEVER ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH any actual, attempted, threatened, or alleged: (a) unauthorized access to, acquisition of, use of, disclosure of, alteration of, corruption of, loss of, or destruction of Customer data, end-user data, or any other data processed through the Services; (b) data breach, security incident, cyberattack, intrusion, exfiltration, ransomware event, malware infection, denial-of-service attack, phishing campaign, or business email compromise; (c) compromise, outage, defect, vulnerability, or breach of any Infrastructure Provider, third-party vendor, hosting provider, integration partner, library, software development kit, application programming interface, or open-source component; (d) zero-day vulnerability, novel attack vector, supply-chain attack, or previously unknown defect in any technology, framework, runtime, or dependency used in the Services; (e) any act, omission, error, oversight, or misconfiguration by Customer or any of Customer’s employees, contractors, agents, end users, vendors, or affiliates — including without limitation credential theft, credential sharing, weak passwords, failure to enable or maintain multi-factor authentication, social engineering, insider threat, or unauthorized data export; (f) any act of God, force majeure event, war, terrorism, civil unrest, governmental order, criminal enterprise, organized crime, nation-state actor, or any other third party not under NeuralEdge’s direct employment and supervision; (g) Customer’s failure to apply, maintain, or follow security guidance, patches, updates, configuration recommendations, or best practices issued by NeuralEdge or by any Infrastructure Provider; (h) Customer’s failure to disclose, or misrepresentation of, the nature, sensitivity, or regulatory status of data being processed; or (i) Customer’s use of authentication methods, access controls, or security configurations against the recommendation of NeuralEdge. The foregoing exclusions and waivers apply regardless of the legal theory asserted (whether contract, tort, statute, strict liability, equity, or otherwise) and regardless of whether NeuralEdge has been advised of, or could have foreseen, the possibility of such damages. Nothing in this Section 8.5 shall be construed to waive any liability that cannot lawfully be limited or excluded under applicable law.

8.6 Customer Indemnification for Data and Authentication Decisions. Without limiting Section 12 (Indemnification), Customer shall indemnify, defend, and hold harmless NeuralEdge, its officers, directors, employees, agents, and the Infrastructure Providers from and against any third-party claim, regulatory action, governmental investigation, civil action, or administrative proceeding arising out of or relating to: (a) the content, legality, or accuracy of Customer’s data; (b) Customer’s selection, configuration, or use of authentication methods (including any decision to forgo multi-factor authentication, single sign-on, or other security controls recommended by NeuralEdge); (c) Customer’s failure to accurately disclose to NeuralEdge the nature, sensitivity, or regulatory status of data processed through the Services; (d) Customer’s misrepresentation of its compliance posture or obligations; or (e) any unauthorized access resulting from Customer’s personnel or end-user conduct.

8.7 Notice; Cooperation; No Admission. If NeuralEdge becomes aware of a confirmed unauthorized disclosure of Customer’s data within infrastructure under NeuralEdge’s direct operational control, NeuralEdge will notify Customer without undue delay and will reasonably cooperate with Customer’s investigation. Such notice and cooperation shall not constitute, and shall not be construed as, an admission of fault, liability, or wrongdoing by NeuralEdge, and shall not modify, waive, or limit any of the disclaimers, limitations, or exclusions set forth in this Agreement.

8.8 Customer Audit and Verification. Customer is solely responsible for satisfying itself, prior to execution of this Agreement, that the Infrastructure Providers’ certifications, technical safeguards, and shared-responsibility allocations are appropriate for Customer’s use case, regulatory environment, and risk tolerance. Customer’s execution of this Agreement constitutes Customer’s representation that it has performed such diligence and accepts the security posture as described in this Section 8.

9. Customer Responsibilities

Customer shall provide timely access to systems, accounts, content, approvals, decision-makers, and information reasonably necessary for NeuralEdge to perform. Delays caused by Customer shall not reduce or waive Customer’s payment obligations and may extend timelines without penalty to NeuralEdge.

10. Warranties & Disclaimers

NeuralEdge warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING, THE SERVICES AND ALL DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SECURITY, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. AI-generated outputs may be inaccurate; Customer is responsible for review and validation of outputs prior to operational reliance.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL NEURALEDGE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR LOST DATA, EVEN IF ADVISED OF THE POSSIBILITY. NEURALEDGE’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO NEURALEDGE IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

12. Indemnification

Customer shall indemnify, defend, and hold harmless NeuralEdge and its affiliates, officers, employees, and agents from any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from (a) Customer’s materials or data, (b) Customer’s use of the Services in violation of this Agreement, or (c) Customer’s breach of any law or regulation.

13. Termination

Either Party may terminate this Agreement for material breach if the breach remains uncured ten (10) days after written notice. Upon termination: (a) all unpaid fees become immediately due; (b) Customer’s license to NeuralEdge IP terminates; (c) NeuralEdge may, at its sole discretion, remove, disable, or take possession of any deployed NeuralEdge IP; and (d) Sections 3, 4, 6, 7, 8, 10, 11, 12, 13, 14, and 15 survive termination.

14. Governing Law & Disputes

This Agreement is governed by the laws of the State of Texas, without regard to its conflicts-of-laws principles. Any dispute arising from or relating to this Agreement shall be brought exclusively in the state or federal courts located in Dallas County, Texas, and the Parties hereby consent to personal jurisdiction and venue therein. The prevailing Party shall be entitled to recover reasonable attorneys’ fees and costs.

15. General Provisions

15.1 Entire Agreement. This Agreement, together with the Statement of Work, constitutes the entire agreement between the Parties and supersedes all prior agreements, understandings, or representations.

15.2 Amendments. No modification is effective unless in writing and signed by both Parties.

15.3 Severability. If any provision is held unenforceable, the remaining provisions remain in full force.

15.4 Assignment. Customer may not assign this Agreement without NeuralEdge’s prior written consent. NeuralEdge may assign freely.

15.5 Force Majeure. Neither Party is liable for delays caused by events beyond reasonable control.

15.6 Independent Contractors. The Parties are independent contractors. Nothing creates a partnership, joint venture, or employment relationship.

15.7 Electronic Signatures. The Parties agree that an electronic signature affixed below has the same legal force and effect as a handwritten signature pursuant to the Electronic Signatures in Global and National Commerce Act (E-SIGN) and applicable state law.

15.8 Notices. Notices to NeuralEdge shall be sent to [email protected]. Notices to Customer shall be sent to the email address provided in the Customer Information section.

BY SIGNING BELOW, THE UNDERSIGNED REPRESENTS THAT THEY HAVE READ THIS AGREEMENT IN FULL, UNDERSTAND ITS TERMS, AND HAVE THE LEGAL AUTHORITY TO BIND THE CUSTOMER ENTITY.