Terms & Conditions for AI Services

This Master Services Agreement Standard Terms and Conditions for AI Services ("Terms") is entered into between ID Privacy, Inc., a Delaware corporation with its principal place of business at 2514 Southwest 38th Terrace, Cape Coral, FL 33914 ("ID Privacy, Inc") and the client identified in the applicable Service Order, Statement of Work (SOW), or Accepted Proposal ("Client"). These Terms are effective as of the date set forth in the applicable Agreement (the "Effective Date"). ID Privacy, Inc. and Client are each a "Party" and collectively referred to as the "Parties."

Recitals

ID Privacy, Inc. possesses advanced AI and digital service capabilities, including secure AI infrastructure, custom model development, and enterprise-grade solutions, which it seeks to provide for the benefit of Clients requiring such services. Client desires to obtain these services, and ID Privacy, Inc. agrees to provide them under the terms and conditions set forth herein.

1. Definitions

The following terms shall have the meanings set forth below:

• "Agreement": The Master Services Agreement, these Terms, and any additional attachments, Service Orders, Statements of Work, and accepted Proposals agreed to by the Parties.
• "AI": Artificial Intelligence solutions developed or deployed by ID Privacy, Inc., including AI-driven workflows, large language models, multi-agent systems, and machine learning algorithms.
• "AI Infrastructure": The secure computing architecture supporting ID Privacy, Inc.'s AI-powered solutions, including data storage, knowledge bases, encryption layers, API integrations, and private deployments.
• "Client Content": Any data, text, graphics, software, or other materials provided by Client for use in conjunction with the Services.
• "Client Solution": The AI applications, models, or systems developed or provided by ID Privacy, Inc. for Client's use under the Agreement.
• "Confidential Information": Proprietary or sensitive information exchanged between the Parties, including AI models, algorithms, datasets, business processes, and user data, which the recipient knows or should reasonably expect to be confidential.
• "Creative Deliverables": Specifically identified creative assets (e.g., images, copy, artwork) developed exclusively for Client, as listed in an applicable Agreement.
• "Custom AI Models": AI models developed specifically for Client, including fine-tuned models and proprietary datasets, as detailed in a Service Order or SOW.
• "Data Connectors": ID Privacy, Inc.'s proprietary integrations enabling secure access to structured and unstructured data across Client's enterprise systems.
• "Deployment Environments": Platforms where ID Privacy, Inc.'s technology can be deployed, including on-premise, AWS, Google Cloud, and Microsoft Azure.
• "Encryption Layers": ID Privacy, Inc.'s use of military-grade encryption (e.g., AES, polymorphic encryption) to protect Client data in transit and at rest.
• "Multi-Agent AI Systems": AI workflows leveraging multiple agent-based models for autonomous decision-making and customer interactions.
• "Personally Identifiable Information (PII)": Information that can be used to identify an individual, as defined by applicable data protection laws (e.g., GDPR, CCPA).
• "Scraping Technology": AI-driven tools for retrieving publicly available data in compliance with applicable laws and terms of service.
• "Services": The AI and digital services provided by ID Privacy, Inc., including AI-powered voice, SMS, and email automation, data enrichment, predictive analytics, secure knowledge management, enterprise search, and custom AI model development.
• "Third-Party Services": Third-party platforms or services (e.g., Twilio, SendGrid, AWS, Google Cloud) used to facilitate ID Privacy, Inc.'s Services.
• "Transactional Data": Information collected by ID Privacy, Inc. under the Agreement relating to Client's business transactions with Users or third parties.
• "Users": Individuals or entities authorized by Client to access and use the Client Solution, for whom Client has purchased a subscription or provided access credentials.

2. Services and Client Responsibilities

2.1 Services Provided

During the term of the Agreement, ID Privacy, Inc. shall provide the Services as described in the applicable Service Order, SOW, or Proposal, which may include:

• AI-powered voice, SMS, and email automation.
• AI-driven customer data enrichment and predictive analytics.
• AI-enhanced scraping and data classification.
• Secure knowledge management and enterprise search solutions.
• Custom AI model development and fine-tuning.
• Deployment and management of AI Infrastructure in specified Deployment Environments.

2.2 Client Responsibilities

Client agrees to:

• Ensure all Users comply with these Terms and applicable laws.
• Provide accurate, complete, and legally compliant Client Content in a timely manner as reasonably required by ID Privacy, Inc. to deliver the Services.
• Use commercially reasonable efforts to prevent unauthorized access to the Client Solution or Services and promptly notify ID Privacy, Inc. of any such incidents.
• Comply with all applicable privacy and security regulations, including GDPR, CCPA, TCPA, SOC 2 Type 2, ISO 27001, ISO 43001 Responsible AI, and NIST AI frameworks.
• Manage User accounts, IDs, and logon credentials, ensuring their security and proper use.
• Pay all undisputed invoiced amounts within the terms specified in the invoice.
• Back up all Client Content and data, acknowledging that ID Privacy, Inc. does not guarantee retention or recovery in case of loss or deletion.
• Validate and verify the accuracy, appropriateness, and legality of any outputs generated by the Services, recognizing that AI may produce incorrect or biased results.

2.3 Usage Restrictions

Client shall not:

• Modify, decompile, reverse-engineer, disassemble, or resell any part of the Services or Client Solution, or use any means to decode their source code.
• Use the Services to: generate or propagate hate speech, misinformation, adult content, or any material that is harmful, discriminatory, or violates third-party rights; engage in malicious, deceptive, unethical, or illegal activities; develop competing AI models or services without ID Privacy, Inc.'s prior written consent; exceed agreed-upon usage limits (e.g., API calls) without prior written consent from ID Privacy, Inc.
• Make the Services or Client Solution available to unauthorized parties or use them in a service bureau or outsourcing offering.
• Store or transmit infringing, libelous, or unlawful material, or material violating third-party privacy rights, through the Services.
• Attempt to gain unauthorized access to ID Privacy, Inc.'s systems, networks, or related infrastructure.
• Integrate the Services with a competitor of ID Privacy, Inc. without prior written consent.

ID Privacy, Inc. reserves the right to suspend Services immediately if Client's use threatens the security, integrity, or availability of the Services, provided that ID Privacy, Inc. will, where feasible, provide prior notice and an opportunity to remedy the violation.

2.4 Third-Party Services

Client acknowledges that ID Privacy, Inc. may utilize Third-Party Services to facilitate certain aspects of the Services (e.g., messaging via Twilio, cloud hosting via AWS). Client is responsible for compliance with applicable third-party terms of service. ID Privacy, Inc. does not warrant or support Third-Party Services unless explicitly agreed otherwise.

2.5 Removal of Content or Third-Party Integrations

If ID Privacy, Inc. is required by a third party to remove Client Content or receives information that such content violates applicable law or third-party rights, ID Privacy, Inc. may notify Client, and Client shall promptly remove such content. If a Third-Party Service integrated with the Services violates applicable law or rights, ID Privacy, Inc. may disable or modify the integration.

2.6 Data Rights and PII Handling

• Client retains ownership of Client Content and grants ID Privacy, Inc. a worldwide, non-exclusive, limited-term license to host, process, and use Client Content solely to provide the Services.
• Client shall not provide PII or other sensitive data to ID Privacy, Inc. without a proper legal basis and consent from data subjects. Client is solely responsible for ensuring compliance with all applicable data protection laws regarding PII or sensitive data provided.

2.7 Data Use, Insights, and Service Acknowledgment

ID Privacy may collect, process, and analyze data generated through Client's use of the Services, including call recordings, transcripts, interaction metadata, and performance metrics, solely for the purposes of providing, maintaining, securing, and improving the Services for Client.

Client data remains logically isolated and secured and is not used to benefit or support competing or other customers. ID Privacy does not disclose Client-identifiable data to third parties or use Client data to train models made available to other customers.

ID Privacy may derive aggregated, anonymized, or de-identified insights from such data to improve system reliability, accuracy, safety, and functionality and to inform the development of enhancements and new features, provided that such insights do not reveal Client-specific, customer-identifiable, or proprietary information.

All Client data is handled in accordance with applicable data protection laws and ID Privacy's security and privacy practices.

2.8 Phone Number–Based Context Lookup & Service Call Flow

The Service AI Agent may use the inbound phone number as a contextual reference to retrieve existing dealership records associated with that number. This lookup is used solely to streamline service interactions and does not assume or verify caller identity.

When a matching record exists, the Agent may reference available contextual information to guide the interaction while confirming details conversationally with the caller. The Agent is designed to confirm the caller's name, service need, and applicable vehicle during the interaction and does not assume that the caller is the individual associated with the retrieved record.

Based on confirmed information, the Agent may: identify relevant vehicle records and confirm the applicable vehicle for the requested service; proceed with scheduling service appointments through the dealership's appointment scheduling system, subject to system availability and configured rules; confirm or update the email address for appointment confirmation based on caller input.

If no matching record is found, or if the caller disclaims association, the Agent will request the necessary information to proceed. Phone number–based lookup is used solely as an efficiency enhancement and not as a guaranteed identifier or authorization mechanism.

3. Fees and Payment

3.1 Fees

Client shall pay all fees detailed in the Service Order, SOW, or invoice, which may include recurring license fees, usage-based fees (e.g., per message), storage costs, or custom development charges.

3.1.1 Service Activation and Billing Definition

"Service Activation Date" means the date on which the Service AI Agent is technically enabled within the production environment to receive live inbound calls, following completion of initial configuration and validation testing.

Billing commences on the Service Activation Date, regardless of call volume, routing percentages, customer adoption, subjective satisfaction, or Client utilization decisions.

3.1.2 Termination and Billing Commitments

Fees incurred prior to termination remain payable. Service activation, once completed, is non-refundable. Early termination does not negate fees accrued during the active service period. Client may terminate service in accordance with the Agreement; however, termination does not suspend or reverse billing for any period in which the Service AI Agent was active and available to handle live calls.

Payment Terms: Any setup fees will be billed at the time of signed subscription agreement and order form. Within 48 hours of Go-Live email notification, the monthly subscription amount will be billed to the provided payment source. Subsequent payments will be collected on the 1st of each month, with invoices and/or receipts sent thereafter. Any custom development requests will be billed at an hourly rate of $250 per hour based on the scope of work associated with the project. Failed payments may result in service delays. Late balances accrue 1.5% per month. Credit card payments incur 3.5% processing surcharge.

Client must notify ID Privacy, Inc. in writing of any disputed invoice amounts within 30 days of receipt, cooperating diligently to resolve the dispute while paying all undisputed amounts.

3.3 Price Changes

ID Privacy, Inc. may change its fees upon providing Client with at least 30 days' written notice before the change takes effect.

3.4 Suspension for Non-Payment

ID Privacy, Inc. may suspend Services if payments are overdue by more than 30 days, provided Client receives at least 5 days' prior written notice. Suspension does not apply to disputed amounts being resolved in good faith.

3.5 Taxes

Fees exclude taxes, levies, or duties (collectively, "Taxes"), which Client is responsible for paying, except for taxes based on ID Privacy, Inc.'s income. If ID Privacy, Inc. is legally obligated to collect Taxes for which Client is responsible, such Taxes will be added to invoices unless Client provides a valid tax exemption certificate.

4. Intellectual Property

4.1 Ownership of Services and AI Models

Except as provided in Section 4.2, ID Privacy, Inc. retains all right, title, and interest in and to the Services, AI models, algorithms, datasets, AI Infrastructure, and other proprietary technology, including all related intellectual property rights and any improvements thereto. No rights are granted to Client beyond those expressly stated herein.

4.2 Custom AI Models and Work-for-Hire

• For Custom AI or foundational Models developed under a work-for-hire arrangement explicitly stated in a Service Order or SOW, ID Privacy, Inc. shall assign all intellectual property rights in such models to Client upon full payment, unless otherwise agreed.
• In all other cases, ID Privacy retains ownership of AI models, datasets, and related intellectual property used or developed in providing the Services.

4.3 Client Content

Client retains ownership of all Client Content and grants ID Privacy, Inc. a worldwide, limited-term, non-exclusive license to host, copy, transmit, and process Client Content solely to provide the Services.

4.4 Transactional Data

Client grants ID Privacy, Inc. a perpetual, worldwide, irrevocable, royalty-free license, with sublicense rights, to use Transactional Data for ID Privacy, Inc.'s internal business purposes and to prepare reports or analyses as reasonably requested by Client, provided such use complies with applicable data protection laws, unless otherwise noted herein, by client on an ad-hoc basis.

4.5 Feedback

Client grants ID Privacy, Inc. a perpetual, irrevocable, royalty-free license to use and incorporate into the Services any suggestions, enhancements, or feedback provided by Client or Users.

5. Confidentiality

IDPrivacy's Confidential Information shall include, without limitation, the Products and pricing information for IDPrivacy's Products.

5.1 Obligations

Each Party shall:

• Use Confidential Information solely for performing its obligations or exercising its rights under the Agreement.
• Protect Confidential Information with at least the same degree of care as it uses for its own confidential information, but no less than reasonable care.
• Restrict disclosure to third parties without prior written consent, except as required by law, and notify the disclosing Party promptly of any legal compulsion to disclose.

5.2 Exceptions

Confidential Information excludes information that:

• Was known to the receiving Party prior to disclosure without confidentiality obligations.
• Is independently developed by the receiving Party without using the disclosing Party's Confidential Information.
• Becomes publicly available without fault of the receiving Party.
• Is lawfully obtained from a third party without restriction.

5.3 Return or Destruction

Upon termination or expiration of the Agreement, or at the disclosing Party's request, the receiving Party shall return or destroy the other Party's Confidential Information, certifying destruction if requested, except for archival copies required by law or standard backup procedures.

5.4 Compelled Disclosure

Nothing herein shall prevent a receiving party from disclosing any Confidential Information as necessary pursuant to any court order, lawful requirement of a governmental agency or when disclosure is required by operation of law.

6. Representations and Warranties

6.1 Mutual Representations

Each Party represents that:

• It has the legal authority to enter into and perform the Agreement.
• It will comply with all applicable laws and regulations, including export control laws.

6.2 ID Privacy, Inc. Warranties

ID Privacy, Inc. warrants that:

• The Services will be performed in a professional, workmanlike manner consistent with industry standards.
• The Services do not infringe third-party intellectual property rights.
• It has the rights or licenses necessary to provide the Services.
• It will maintain commercially reasonable safeguards to protect the security, confidentiality, and integrity of Client Content.

6.3 Disclaimer

EXCEPT AS EXPRESSLY STATED HEREIN, ID PRIVACY, INC. DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, OR RELIABILITY OF AI-GENERATED OUTPUTS. SERVICES ARE PROVIDED "AS IS" WITH NO GUARANTEE OF FUTURE FUNCTIONALITY UNLESS SPECIFIED IN A SERVICE ORDER.

6.4 Service Performance Disclaimer

Client acknowledges that conversational AI performance may vary based on caller behavior, call context, system integrations, and real-time conditions. ID Privacy does not guarantee specific customer satisfaction outcomes or subjective performance measures. Service activation and billing obligations are not contingent upon subjective customer feedback, complaint volume, or early performance perceptions, provided the Service AI Agent is operating within the agreed configuration.

7. Limitation of Liability

7.1 No Consequential Damages

IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS, REVENUE, DATA, OR BUSINESS INTERRUPTION), WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.2 Liability Cap

Except as provided in Section 7.3 (Exceptions), the total liability of either Party arising out of or related to this Agreement will not exceed the total amount paid or payable by Client to ID Privacy, Inc. in the twelve (12) months immediately preceding the claim.

7.3 Exceptions

Notwithstanding the foregoing, the liability cap in Section 7.2 does not apply to damages arising from: a Party's gross negligence, willful misconduct, or fraud; breach of confidentiality obligations under Section 5; or indemnification obligations under Section 10, in which case the total liability of either Party will not exceed three (3) times the amounts paid or payable by Client to ID Privacy, Inc. in the twelve (12) months immediately preceding the claim.

8. Term and Termination

8.1 Term

The Agreement begins on the Effective Date and continues until the expiration or termination of all Service Orders, unless terminated earlier as provided herein. It may renew automatically for additional 12-month periods unless either Party provides written notice of non-renewal at least 60 days prior to expiration.

8.2 Termination for Cause

Either Party may terminate the Agreement if the other Party materially breaches it and fails to cure the breach within 60 days of written notice.

8.3 Effect of Termination

Upon termination: Client shall pay all outstanding fees; each Party shall return or destroy the other Party's Confidential Information per Section 5.3; Sections 4 (Intellectual Property), 5 (Confidentiality), 6 (Warranties), 7 (Limitation of Liability), 9 (Dispute Resolution), and 11 (General Provisions) shall survive.

9. Dispute Resolution

9.1 Mediation and Arbitration

Disputes shall first be submitted to mediation. If unresolved within 30 days, disputes shall be settled by arbitration under the American Arbitration Association (AAA) Commercial Arbitration Rules in Delaware. Judgment on the award may be entered in any court with jurisdiction; if dispute cannot be resolved parties may take further legal action, as required by law, post mediation and good faith arbitration.

9.2 Governing Law

Governing Law and Venue: This Agreement will be governed by the laws of the State of New York USA without regard to its conflicts of law provisions. Exclusive jurisdiction and venue for actions related to this Agreement will be the state or federal courts located in Manhattan County, New York, and both parties consent to the jurisdiction of such courts with respect to any such action.

10. Insurance and Indemnification

10.1 Insurance

ID Privacy, Inc. maintains comprehensive technology errors & omissions insurance, including cybersecurity liability coverage, with limits acceptable to enterprise standards.

10.2 ID Privacy, Inc. Indemnification

ID Privacy, Inc. shall defend and indemnify Client against third-party claims alleging that the Services infringe intellectual property rights, subject to Client providing prompt notice, authority to defend, and reasonable assistance.

10.3 Client Indemnification

Client shall defend and indemnify ID Privacy, Inc. against claims arising from Client's misuse of the Services, violation of applicable laws, or Client Content, subject to ID Privacy, Inc. providing prompt notice, authority to defend, and reasonable assistance.

10.4 Mutual Indemnification for Breach and Misconduct

Each Party shall indemnify, defend, and hold the other harmless from any liability, losses, damages, claims, or expenses (including attorneys' fees) arising out of or related to: (a) a breach or alleged breach by the indemnifying Party of its representations and warranties; (b) the indemnifying Party's negligent acts, omissions, or willful misconduct; or (c) the indemnifying Party's fraud.

11. Continuity and Change of Control

In the event of a Change of Control (including merger, acquisition, or sale of substantially all assets), ID Privacy, Inc. shall make all commercially reasonable efforts to ensure that Client's rights to use the Client Solution and any Custom AI Models continue uninterrupted. ID Privacy, Inc. will provide at least thirty (30) days' advance written notice and offer the successor entity the opportunity to assume this Agreement.

While ID Privacy, Inc. intends to facilitate a smooth transition, upon the effective date of a Change of Control and fulfillment of the foregoing notice and offer, ID Privacy, Inc.'s obligations under this Agreement shall be deemed fully satisfied and discharged. The successor entity shall bear sole responsibility for performance thereafter. If the successor entity does not assume the obligations, Client's exclusive remedy shall be to terminate the Agreement without further liability, except for fees due and payable through the effective date.

Upon written request, the Parties may separately negotiate a commercially reasonable source code escrow arrangement at Client's cost, unless otherwise agreed.

License rights granted to Client under this Agreement shall survive any Change of Control.

12. General Provisions

12.1 Change Requests

Fees in a Service Order are firm unless events beyond ID Privacy, Inc.'s control (e.g., scope changes, Client delays, regulatory changes) increase costs. Such changes require a signed Change Order detailing additional costs before work proceeds.

12.2 Force Majeure

Except for payment obligations, neither Party is liable for performance delays due to events beyond its reasonable control (e.g., natural disasters, war), provided notice is given promptly.

12.3 Security

• ID Privacy, Inc. maintains industry-standard security practices and actively attaining and maintaining security protocols and procedures such as but not limited to: (e.g., SOC 2 Type 2, ISO 27001, NIST Responsible AI frameworks, and ISO 43001 Responsible AI, CCPA, GDPR, and HIPAA). In the event of a security incident involving Client Content, ID Privacy, Inc. will notify Client in a timely manner, consistent with its security policies.
• Client and Users must comply with ID Privacy, Inc.'s security policies.

12.4 Assignment

Neither Party may assign the Agreement without the other Party's prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets.

12.5 Non-Solicitation

During the Agreement term and for one year after, neither Party shall solicit or hire the other Party's employees or contractors without prior written consent.

12.6 Export Compliance

The Services and related technology are subject to U.S. and international export control laws. Client shall comply with all such laws and regulations in its use of the Services.

12.7 Entire Agreement; Amendment

This Agreement, including these Terms, the Service Orders, SOWs, and any linked attachments, constitutes the entire agreement between the Parties, superseding all prior agreements. Amendments must be in writing and signed by authorized representatives.

12.8 Severability

If any provision is found invalid or unenforceable, the remaining provisions remain effective unless the unenforceable part is integral to the Agreement.

12.9 Notices

Notices must be in writing and delivered via overnight courier or certified mail to the addresses in the Service Order (Insertion Order).

12.10 Publicity

Each Party may use the other's name and logo in client lists or press releases summarizing the services, unless otherwise restricted in writing.

12.11 Acceptable Use Policy

Users shall not use the Client Solution to:

• Inhibit others' use.
• Transmit unlawful, threatening, abusive, libelous, obscene, or harmful content.
• Encourage illegal conduct or infringe third-party rights.
• Introduce malicious code.

13. Acceptance

By signing the Agreement, Client agrees to these Terms, which ID Privacy, Inc. may update periodically. The latest version will be available on ID Privacy, Inc.'s website or upon request.