MASTER SERVICES AGREEMENT

This Master Services Agreement (“Agreement”) is entered into as of the date last signed below (the “Effective Date”), by and between Movo AI, Inc. (“Movo”) and the entity identified on the Order Form (“Customer”). This Agreement, together with each Order Form executed hereunder, governs Customer’s access to and use of Movo’s platform and services.

1. Definitions

“Service” means Movo’s artificial intelligence-powered platform, including its digital workers, that provides automated calling, SMS, email outreach, and enrollment management on Customer’s behalf. “Order Form” means an ordering document executed by both Parties specifying the Service, fees, and term. “Customer Data” means all data that Customer submits to the Service, including contact lists, enrollment records, and communications content. “Authorized User” means an individual authorized by Customer to use the Service. “Documentation” means Movo’s user guides and materials describing the Service.

"Workflow" means a distinct automated program operated by the Service to pursue a defined business objective for a single Customer product line, brand, or business unit (for example, dormant lead reactivation for Customer's summer camp program, new lead conversion for Customer's showcase program, or renewal and retention for Customer's pro sports camp program). A single Workflow may span multiple channels (voice, SMS, email), audience segments, and schedules, all of which are included. Adding a channel, segment, or schedule to an existing Workflow is not a new Workflow. Pursuing the same business objective for a separate product line, brand, or business unit constitutes a new Workflow, as does pursuing a different business objective for any product line.

2. Service and License

(a) License Grant. Subject to this Agreement and the applicable Order Form, Movo grants Customer a non-exclusive, non-transferable right to access and use the Service during the applicable term solely for Customer’s internal business purposes.

(b) Restrictions. Customer shall not: (i) sublicense, resell, or make the Service available to third parties; (ii) reverse engineer, decompile, or disassemble the Service; (iii) use the Service in violation of applicable law; (iv) interfere with the integrity or performance of the Service; or (v) use automated tools to scrape or extract data from the Service.

(c) Modifications. Movo may update the Service from time to time, provided that such updates do not materially diminish core functionality during an active Order Form term.

3. Customer Responsibilities

(a) Content and Data. Customer is solely responsible for the accuracy, legality, and appropriateness of all Customer Data and content provided to the Service. Customer represents that it has all necessary rights and permissions to provide such data to Movo.

(b) Consent and Compliance. Customer represents and warrants that it has obtained all necessary consents from individuals before directing the Service to contact them, including any consents required under the Telephone Consumer Protection Act (“TCPA”), CAN-SPAM Act, and applicable state laws. Customer shall maintain records of such consents and shall comply with all applicable telemarketing and electronic communications laws in its use of the Service.

(c) Account Security. Customer is responsible for maintaining the confidentiality of its account credentials and for all activity under its account.

(d) Compliance Support. Movo provides tools within the Service to support Customer’s compliance efforts, including opt-out handling, do-not-call list management, and unsubscribe functionality. Movo shall honor opt-out requests processed through the Service and shall maintain commercially reasonable measures to facilitate Customer’s compliance with applicable telemarketing and data privacy laws. Each Party shall comply with applicable data protection laws with respect to Personal Data processed under this Agreement, as further described in the Data Processing Addendum (Exhibit B).

4. Fees and Payment

(a) Subscription Fees. Customer shall pay the fees specified in the applicable Order Form. All fees are non-refundable except as expressly stated in this Agreement.

(b) Payment Terms. Customer shall pay all invoices within thirty (30) days of the invoice date, unless a different payment date is specified in the applicable Order Form. All payments shall be made in U.S. dollars. Late payments will accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

(c) Taxes. All fees are exclusive of taxes. Customer is responsible for all applicable sales, use, and similar taxes, excluding taxes based on Movo’s income.

(d) Suspension. If any amount is more than thirty (30) days past due, Movo may suspend access to the Service upon ten (10) days’ prior written notice to Customer’s designated contact.

5. Intellectual Property and Data

(a) Movo IP. Movo retains all right, title, and interest in the Service, its technology, algorithms, and intellectual property. Nothing in this Agreement transfers ownership of Movo’s intellectual property to Customer.

(b) Customer Data. Customer retains all right, title, and interest in Customer Data. Customer grants Movo a limited license to use Customer Data solely to provide the Service.

(c) Aggregated Data. Movo may collect and use aggregated, anonymized data derived from Customer’s use of the Service to improve its products and services, provided such data does not identify Customer or any individual.

(d) Data Return. Upon termination, Movo shall make Customer Data available for export upon written request within thirty (30) days. Thereafter, Movo may delete Customer Data in accordance with its standard retention policies.

6. Confidentiality

Each Party agrees to hold the other Party’s confidential information in strict confidence and not to disclose it to third parties except to employees and advisors with a need to know who are bound by confidentiality obligations. Confidential information does not include information that is publicly available, already known to the receiving party, rightfully received from a third party, or independently developed. These obligations survive for three (3) years following termination of this Agreement.

7. Warranties and Disclaimer

(a) Mutual Warranties. Each Party represents that it has the authority to enter into this Agreement and that this Agreement constitutes a valid and binding obligation.

(b) Service Warranty. Movo warrants that the Service will perform materially in accordance with the Documentation during the applicable term.

(c) EXCEPT AS EXPRESSLY SET FORTH HEREIN, EACH PARTY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT THE SERVICE IS POWERED BY ARTIFICIAL INTELLIGENCE AND THAT AI-GENERATED OUTPUTS MAY CONTAIN ERRORS. MOVO IS NOT RESPONSIBLE FOR DECISIONS MADE IN RELIANCE ON AI-GENERATED OUTPUTS.

8. Indemnification

(a) By Movo. Movo shall defend and indemnify Customer against third-party claims alleging that the Service infringes such third party’s intellectual property rights.

(b) By Customer. Customer shall defend and indemnify Movo against third-party claims arising from: (i) Customer Data or content provided to the Service; (ii) Customer’s failure to obtain required consents; or (iii) Customer’s use of the Service in violation of this Agreement or applicable law.

(c) Procedure. The indemnified Party shall promptly notify the indemnifying Party, grant it sole control of the defense, and provide reasonable cooperation. The indemnifying Party shall not settle any claim that imposes obligations on the indemnified Party without prior written consent.

9. Limitation of Liability

(a) EXCEPT FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, NEITHER PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL EXCEED THE AMOUNTS PAID BY CUSTOMER TO MOVO IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

(b) EXCEPT FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR LOST DATA, REGARDLESS OF THE THEORY OF LIABILITY.

(c) NOTWITHSTANDING ANYTHING TO THE CONTRARY, EACH PARTY’S AGGREGATE LIABILITY FOR CLAIMS ARISING FROM OR RELATING TO THE TELEPHONE CONSUMER PROTECTION ACT, TELEMARKETING, TEXT MESSAGING, CALLING PRACTICES, DO-NOT-CALL OBLIGATIONS, OR SIMILAR COMMUNICATIONS LAWS SHALL NOT EXCEED THREE (3) TIMES THE AMOUNTS PAID OR PAYABLE UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM, EXCEPT IN THE CASE OF FRAUD OR WILLFUL MISCONDUCT.

10. Term and Termination

(a) Term. This Agreement commences on the Effective Date and continues until all Order Forms have expired or been terminated. Each Order Form shall renew as specified in the applicable Order Form. Unless otherwise stated in the applicable Order Form, each Order Form shall renew automatically for successive one (1)-year terms at the tier in effect as of the last day of the then-current term, plus an uplift of up to five percent (5%), unless either Party provides at least sixty (60) days’ written notice of non-renewal prior to the end of the then-current term.

(b) Termination for Cause. Either Party may terminate this Agreement or any Order Form if the other Party materially breaches and fails to cure such breach within thirty (30) days of written notice.

(c) Effect of Termination. Upon termination: (i) Customer’s access to the Service ceases; (ii) each Party shall return or destroy the other Party’s confidential information; and (iii) Customer remains liable for fees accrued through the effective date of termination. Sections 1, 5–7, and 9–12 survive termination.

11. General Provisions

(a) Governing Law. This Agreement is governed by the laws of the State of New York, without regard to conflict of laws principles.

(b) Dispute Resolution. Any dispute arising under this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, conducted by a single arbitrator in New York, New York. Either Party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

(c) Notices. Notices shall be in writing and deemed given when delivered personally, by confirmed email, or one (1) business day after deposit with a nationally recognized overnight courier.

(d) Assignment. Neither Party may assign this Agreement without the other Party’s written consent, except in connection with a merger, acquisition, or sale of substantially all of its assets.

(e) Force Majeure. Neither Party is liable for delays caused by events beyond its reasonable control, including acts of God, government orders, pandemics, or internet disruptions.

(f) Entire Agreement. This Agreement, together with all Order Forms and Exhibits, constitutes the entire agreement between the Parties and supersedes all prior agreements on this subject matter. In the event of conflict, the Order Form controls. Amendments require a writing signed by both Parties.

(g) Marketing. Movo may identify Customer as a client and use Customer’s name and logo in marketing materials with Customer’s prior written approval.

(h) Severability. If any provision is held unenforceable, the remaining provisions continue in full force and effect.

(i) Counterparts. This Agreement may be executed in counterparts, including by electronic signature.

EXHIBIT B: DATA PROCESSING ADDENDUM

This Data Processing Addendum (“DPA”) forms part of the Agreement and governs the processing of Personal Data in connection with the Service. “Personal Data,” “Controller,” “Processor,” and “Processing” have the meanings given under applicable data protection laws. Customer is the Controller; Movo is the Processor.

1. Scope. Movo processes Personal Data solely on Customer’s behalf and in accordance with Customer’s documented instructions to provide the Service. Categories of data subjects include parents, guardians, and prospective enrollees. Categories of data include contact information, enrollment records, and communication logs.

2. Customer Obligations. Customer shall ensure it has a lawful basis for processing, obtain all required consents (including parental consent under COPPA where applicable), and comply with all applicable data protection laws.

3. Movo Obligations. Movo shall: (a) process Personal Data only per Customer’s instructions; (b) ensure authorized personnel are bound by confidentiality; (c) implement appropriate technical and organizational security measures; (d) notify Customer within seventy-two (72) hours of a data breach; (e) assist with data subject requests; and (f) delete or return Personal Data upon termination per Section 5(d) of the Agreement.

4. Sub-Processors. Customer grants Movo general authorization to engage sub-processors, subject to thirty (30) days’ advance notice of changes. Movo shall impose data protection obligations on sub-processors no less protective than this DPA and remains liable for their acts. Customer may object to a new sub-processor within fifteen (15) days; if unresolved, Customer may terminate the affected Order Form.

5. Security. Movo shall maintain industry-standard security measures including encryption in transit and at rest, access controls, regular security testing, and incident response procedures.

6. Data Transfers. If Movo transfers Personal Data outside the jurisdiction where it was collected, Movo shall ensure appropriate safeguards are in place as required by applicable law.

7. Audit. Customer may audit Movo’s compliance with this DPA once per year upon reasonable notice. Movo may satisfy this by providing a current SOC 2 Type II or equivalent audit report.

8. CCPA. To the extent the CCPA applies, Movo is a “Service Provider” and shall not sell, share, or use Personal Data for purposes other than providing the Service.

9. Children’s Data. Customer is the operator under COPPA and shall obtain verifiable parental consent before submitting Personal Data of children under thirteen (13). Movo shall process such data solely at Customer’s direction and limit collection to what is necessary to provide the Service.