Master Services Agreement

This Master Services Agreement ("MSA") is between Reality Inc., a Delaware corporation doing business as Scam.ai, and the customer identified in an order and governs paid access to the Services ordered via an order form, quote, or online signup ("Order"). In case of conflict, a signed Order controls over this MSA, this MSA controls over the Terms of Service, and the DPA controls on data-protection matters. Together they form the entire agreement and supersede prior proposals and communications.

Customer will pay the fees stated in the applicable Order. Unless otherwise stated, fees are non-cancelable and non-refundable, exclusive of taxes (Customer is responsible for applicable taxes other than our income taxes), and due within thirty (30) days of invoice. Late amounts accrue interest at the lower of 1.5% per month or the maximum permitted by law. We may suspend the Services for non-payment after notice and an opportunity to cure. Usage-based fees are measured by our systems.

This MSA begins on the Order effective date and continues for the subscription term stated, renewing as set out in the Order. Either party may terminate for the other's material breach not cured within thirty (30) days of written notice. We may suspend or terminate immediately for non-payment, security risk, or unlawful use. On termination, access ceases, Customer remains liable for fees accrued, and each party returns or destroys the other's Confidential Information on request. Provisions that by their nature survive will survive.

Each party (Receiving Party) will protect the other's Confidential Information using at least reasonable care, use it only to perform under this MSA, and disclose it only to personnel and advisers with a need to know who are bound by confidentiality. Confidential Information excludes information that is public through no breach, independently developed, or rightfully received from a third party, and may be disclosed as required by law with notice where permitted.

We and our licensors retain all right, title, and interest in the Services, software, models, and improvements. Customer retains rights in its data and grants us the rights necessary to provide the Services and to create aggregated or de-identified data (including to improve detection models). No rights are granted except as expressly stated. Feedback is licensed to us as described in the Terms of Service.

Each party warrants that it has the authority to enter into this MSA. We warrant that we will provide the Services with reasonable skill and care. EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, AND WE DO NOT WARRANT THAT DETECTION WILL BE COMPLETE, ACCURATE, OR ERROR-FREE. OUTPUT IS A RISK SIGNAL, NOT A GUARANTEE, AND CUSTOMER IS RESPONSIBLE FOR ITS OWN DECISIONS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA. EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS MSA WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITS DO NOT APPLY TO CUSTOMER'S PAYMENT OBLIGATIONS, A PARTY'S INDEMNIFICATION OBLIGATIONS, OR A PARTY'S BREACH OF CONFIDENTIALITY.

We will defend Customer against third-party claims that the Services, as provided and used in accordance with this MSA, infringe that third party's intellectual-property rights, and will pay damages finally awarded or agreed in settlement, excluding claims arising from Customer data, misuse, modifications, or combination with non-ScamAI products. Customer will defend us against third-party claims arising from Customer data, Customer's use of the Services, or Customer's breach. The indemnifying party's obligations are conditioned on prompt written notice, sole control of the defense, and reasonable cooperation.

Each party will comply with laws applicable to its performance, including applicable anti-bribery, export-control, and sanctions laws. Customer represents it and its users are not subject to sanctions and will not use the Services in violation of export controls. We will maintain insurance appropriate to our business. Neither party will use the other's name or marks in publicity without prior consent, except that we may identify Customer in a customer list where permitted.

Neither party is liable for delay or failure due to events beyond its reasonable control (force majeure). This MSA is governed by the laws of the State of Delaware, USA, excluding conflict-of-laws rules; disputes are resolved as set out in the Terms of Service, except a party may seek injunctive relief for IP or confidentiality matters. Neither party may assign this MSA without the other's consent, except in connection with a merger or sale of substantially all assets. Notices must be in writing to the parties' designated contacts. If any provision is unenforceable, the remainder stays in effect. This MSA may be executed in counterparts.