Master Services Agreement

Version 3.0. Dated September 4, 2026.

This Master Services Agreement (the “Agreement”) is between Andy Labs LLC, a Wyoming limited liability company with its registered office at 30 N Gould St, Ste N, Sheridan, WY 82801 (“Andy Labs”, “we”, “us”, “our”) and the customer that signs an Order Form referencing this Agreement (“Customer”, “you”, “your”). It takes effect on the Effective Date stated in the first Order Form signed by both parties.

Andy Labs performs services. It does not supply, deliver or make available any software, program copy or equipment to Customer. What Customer receives under this Agreement is Andy Labs’ performance and the Output that performance produces.

1. DEFINITIONS

1.1 “Order Form” means a document signed by both parties that identifies the parties, the Effective Date, the fees, the Approver, the Customer Systems, and any terms specific to that engagement, and that incorporates this Agreement by reference.

1.2 “Services” means the managed operational services Andy Labs performs for Customer, comprising: provisioning, configuring, operating, securing, monitoring, patching and maintaining the Instance; connecting and maintaining connections to the Customer Systems; operating Andy Labs Technology on the Instance to produce Output in response to Customer’s instructions and to schedules Customer sets; and the support described in Section 2.4. The Services are performed by Andy Labs, on Andy Labs’ own equipment, under Andy Labs’ own control.

1.3 “Andy Labs Technology” means all software, application code, agent framework, system prompts, instruction sets, tooling, integrations, deployment and provisioning automation, configuration templates, know-how, methods and documentation that Andy Labs uses to perform the Services, and every modification, enhancement and derivative of any of it. Andy Labs Technology is operated by Andy Labs. It is not delivered, supplied, made available or transferred to Customer in any form.

1.4 “Instance” means the dedicated virtual machine, forming part of the Provider Infrastructure, that Andy Labs provisions, operates and controls for the purpose of performing the Services for Customer, together with the persistent memory database stored on it. The Instance is Andy Labs’ equipment. It remains in Andy Labs’ possession and under Andy Labs’ exclusive administrative control at all times, as set out in Section 2.7.

1.5 “Customer Systems” means the third party accounts and services Customer authorizes Andy Labs to connect to, as listed in an Order Form. Examples include Google Workspace, Microsoft 365, Stripe, QuickBooks, analytics accounts, and Customer’s website.

1.6 “Customer Data” means all data, content, Credentials, records, and materials that Customer provides to Andy Labs or that Andy Labs reads from Customer Systems in performing the Services, together with the persistent memory Andy Labs builds from that data on the Instance.

1.7 “Output” means any text, analysis, message, document, code, recommendation, or other material produced by the Services.

1.8 “Approver” means the individual named in an Order Form, or that person’s replacement notified under the Order Form, who is authorized by Customer to approve Outbound Actions.

1.9 “Outbound Action” means any action that leaves the Instance or changes a production system. This includes sending email, posting a message to a chat or social service, creating or modifying a record in a Customer System, publishing to a website, issuing an invoice, and initiating a payment.

1.10 “Excluded Data” has the meaning given in the Order Form.

1.11 “Model Provider” means Anthropic, OpenRouter, or another provider of large language model inference that Andy Labs uses to perform the Services.

1.12 “Confidential Information” has the meaning given in Section 9.1.

1.13 “DPA” means the Andy Labs Data Processing Addendum attached to and forming part of this Agreement.

1.14 “Go-Live” means the date on which the Instance for Customer is provisioned, the Customer Systems listed in the Order Form are connected, and Customer’s first scheduled job has run. If those conditions have not all been met within thirty (30) days after the date of the Order Form for reasons attributable to Customer, including Customer’s failure to supply or maintain valid Credentials for the Customer Systems listed in the Order Form or to respond within a reasonable time to our requests in connection with onboarding, then Go-Live is deemed to occur on that thirtieth day. We will give Customer at least seven (7) days written notice before relying on the preceding sentence, identifying what remains outstanding and what Customer must do. Delay caused by us does not trigger a deemed Go-Live.

1.15 “Provider Infrastructure” means the compute, storage and network resources Andy Labs procures in its own name and uses to perform the Services. Andy Labs contracts for Provider Infrastructure as principal. Customer is not a party to, a beneficiary of, or an assignee under any of those arrangements.

1.16 “Assigned Capacity” means the portion of Provider Infrastructure Andy Labs allocates to performing the Services for Customer. Allocation of Assigned Capacity is an internal operational arrangement by Andy Labs and confers no property, possessory or contractual interest in any equipment on Customer.

1.17 “Credentials” means the authentication credentials Customer supplies to Andy Labs for the Customer Systems.

1.18 “Implementation Fee” and “Monthly Service Fee” have the amounts stated in the Order Form and the meanings given in Section 4.1.

1.19 “Initial Service Period” means the minimum period of performance stated in an Order Form, running from the Effective Date of that Order Form.

2. THE SERVICES AND HOW WE PERFORM THEM

2.1 What we do. We perform the Services for Customer for the Term. We provision a dedicated virtual machine out of Provider Infrastructure that we procure in our own name, we configure it, we operate Andy Labs Technology on it, and we control, secure and maintain it ourselves. We connect it to the Customer Systems listed in the Order Form using Credentials Customer supplies. We apply updates, security patches and operating system patches to the Instance and to Andy Labs Technology as we determine appropriate for our fleet. All of this work is performed by us. None of it is delivered to Customer.

2.2 What the Services do. In performing the Services we read Customer Data from the Customer Systems Customer connects, we build and maintain a persistent memory on the Instance, and we produce Output in response to Customer’s instructions and to schedules Customer sets. We run inference through a Model Provider. The Services produce work product. Andy Labs is not an employee, an agent with independent authority, or a licensed professional, and neither are the Services.

2.3 Single tenancy. The Instance we use to perform the Services for Customer is dedicated to Customer. We do not run other customers on it. Customer Data is not pooled with the data of other customers.

2.4 Support. We provide support by email during our normal business hours, included at no separate charge. We will acknowledge a support request within one business day. Support covers our operation of the Instance and our performance of the Services. It does not cover problems inside Customer Systems, outages at a Model Provider, or Customer’s own network. It does not include bespoke development or custom work, which is dealt with in Section 2.5.

2.5 No bespoke development. We do not perform bespoke development, custom tooling, custom integration, or other work built to Customer’s requirements under this Agreement. Nothing in this Agreement obliges us to build anything for Customer or to modify Andy Labs Technology to suit Customer. If Customer wants work of that kind, the parties would have to agree it separately in writing, on separate terms, and it would sit outside this Agreement.

2.6 Customer responsibilities. Customer will supply and maintain valid Credentials for the Customer Systems, keep the Approver contact current, respond to approval requests, receive and use the Services in compliance with applicable law and with the terms of Customer’s own agreements with the providers of Customer Systems, and not make Excluded Data available except under a signed addendum.

2.7 We keep possession and control of the Instance. We own the use of and operate the Instance, and we stay responsible for keeping it secure and running. This Section is a term of this Agreement, not a description of current practice, and it applies for the whole Term.

1. Andy Labs retains administrative and root control of the Instance at all times. No act of Andy Labs, and no course of dealing, waives this or transfers any part of that control to Customer.

2. Customer receives application-level access to the Services only, through an interface Andy Labs operates. Customer receives no operating system account, no shell access, no administrative or root credential, and no console or hypervisor access.

3. Customer may not place, run, execute or cause to be executed its own code, software or workloads on the Instance, and may not direct the Instance to any purpose other than Andy Labs’ performance of the Services. Customer has no entitlement of any kind to do so.

4. Customer does not take possession of the Instance, the virtual machine, or any underlying hardware, storage, network, or other infrastructure. Nothing in this Agreement transfers possession or control of any of that to Customer, and nothing in it gives Customer any property, possessory, tenancy or other interest in any equipment.

5. Andy Labs may relocate, replace, re-provision, resize, rebuild, or migrate the underlying virtual machine and its supporting infrastructure at any time, at its own discretion, and may change the compute provider or the hosting facility, provided it preserves Customer Data and the configuration under which the Services are performed and, where Customer has recorded a hosting region in the Order Form, keeps data at rest in that region. Customer’s consent is not required for any of this and Customer has no right to designate, approve or refuse any specific machine.

6. The Instance being dedicated to Customer under Section 2.3 is a commitment about isolation from other customers. It is not a grant of possession or control of the machine, and it does not make the machine Customer’s.

7. Allocation of Assigned Capacity to Customer is an internal operational decision by Andy Labs about how Andy Labs performs the Services. It confers no interest of any kind in any equipment on Customer. Andy Labs may vary Assigned Capacity at its discretion so long as it continues to perform the Services.

8. Fees under this Agreement are consideration for Andy Labs’ performance of the Services. No part of any fee is consideration for the possession, occupation or use of any equipment by Customer, and the parties will not characterise any fee that way.

3. THE HUMAN APPROVAL GATE

3.1 The gate. No Outbound Action is performed on its own. Every Outbound Action is presented to the Approver, who reviews it and either approves it, edits it, or rejects it. The Outbound Action is performed only after the Approver approves it.

3.2 Allocation of responsibility. This provision is a binding allocation of responsibility between the parties, not a description of a feature. Approval by the Approver is Customer’s decision that the action is correct, appropriate, and authorized. As between Andy Labs and Customer, Customer is solely responsible for every Outbound Action the Approver approves and for all consequences of that action, including its accuracy, its tone, its legal effect, its regulatory treatment, and any harm it causes to a third party. Andy Labs is not responsible for the content or consequences of an approved Outbound Action.

3.3 Review before approval. Customer will cause the Approver to review the substance of each proposed Outbound Action before approving it. Approving without reading is a decision Customer makes and a risk Customer accepts. Volume is not an excuse. If the volume of approvals is impractical for Customer, Customer will tell us and we will reduce the scope of automation rather than remove the gate.

3.4 Customer-directed automation. If Customer asks us in writing to allow a specific category of action to proceed without approval, and we agree in writing to configure it, that configuration is at Customer’s direction and at Customer’s risk. Customer is responsible for every action in that category to the same extent as if the Approver had approved each one individually. We may decline any such request.

3.5 Authority of the Approver. Customer represents that the Approver has authority to bind Customer for the actions the Approver approves. We may rely on an approval given from the Approver’s email address or account without further verification. Customer is responsible for controlling access to the Approver’s credentials.

3.6 No monitoring duty. We do not review, monitor, or verify Output before it is presented to the Approver. We have no duty to detect an error in Output.

4. FEES AND PAYMENT

4.1 Fees. Customer will pay the fees in the Order Form. The Implementation Fee is a one-time fee for the implementation work we perform. It covers provisioning the Instance, configuring it, configuring and operating Andy Labs Technology on it, and connecting the Customer Systems listed in the Order Form. Half of it is payable at signature and half at Go-Live. Once we have started provisioning the Instance, the amount already paid is not refundable, except as stated in Section 10.1.2. If this Agreement or the Order Form is terminated before Go-Live, the second half does not become payable. The Monthly Service Fee is billed monthly in advance, beginning at Go-Live. The first Monthly Service Fee is payable at Go-Live together with the second instalment of the Implementation Fee, and covers the first month of Services from Go-Live. It is consideration for our performance of the Services during that month, including operating the Instance and Andy Labs Technology and the updates, patches, maintenance and support described in Sections 2.1 and 2.4. Token usage is billed monthly in arrears as described in the Order Form.

4.2 Performance is payment-gated. We begin the implementation work only after we receive the first instalment of the Implementation Fee in cleared funds. We are not obliged to make the Services available at Go-Live until we have received the amount payable at Go-Live in cleared funds.

4.3 Token usage and the cap. Customer sets a hard monthly cap on token spend in the Order Form. We will not knowingly incur token charges above that cap in a billing month. If the cap is reached, the Services will be reduced or suspended until the next billing month or until Customer raises the cap in writing. That reduction is not a breach of this Agreement by us. If Customer supplies its own Model Provider key, Customer is billed by that provider directly, we apply no markup, and Customer is responsible for that spend regardless of the cap.

4.4 Invoices and late payment. Invoices are due on receipt unless the Order Form says otherwise. Amounts not paid when due bear interest at 1.5% per month, or the maximum rate permitted by law if lower, from the due date until paid. Customer will reimburse our reasonable costs of collection, including legal fees.

4.5 Disputed amounts. Customer may withhold a disputed amount only if it notifies us of the dispute in writing within fifteen days of the invoice date, states the basis for the dispute, and pays the undisputed balance on time. The parties will work in good faith to resolve the dispute promptly.

4.6 Suspension for non-payment. If any undisputed amount is more than fifteen days past due, we may suspend the Services after giving Customer seven days written notice and an opportunity to pay. Suspension means we stop the Instance. We do not delete the Instance or Customer Data during suspension. Fees continue to accrue during suspension. We will resume the Services within two business days of receiving payment in full.

4.7 Taxes. Fees are exclusive of taxes. Customer is responsible for all sales, use, value added, goods and services, excise, and withholding taxes arising from this Agreement, other than taxes on our net income. If Customer is required to withhold tax, Customer will gross up the payment so that we receive the full invoiced amount.

4.8 Fee changes. We may change the Monthly Service Fee for a renewal period by giving Customer at least sixty days written notice before the start of that period. Customer may terminate at the end of the then-current period if it does not accept the change. We may pass through a Model Provider’s price change to the token usage rate on thirty days notice.

5. NO WARRANTY

5.1 How the Services actually work. We perform the Services using large language models. These models are probabilistic. They predict likely text. They do not know facts, they do not verify claims, and they do not reason with guaranteed correctness. The same input can produce different Output on different runs. Output can be wrong. Output can be confidently, fluently, and specifically wrong, including invented facts, invented citations, invented numbers, invented quotations, and invented names. Output can misread a document, miscount, misattribute a statement, or draw a conclusion the underlying data does not support. This is a known and unavoidable characteristic of the technology. It is not a defect and it is not a breach of this Agreement.

5.2 Output is not professional advice. Output is not legal advice, medical or clinical advice, tax advice, accounting advice, financial or investment advice, insurance advice, engineering advice, or any other form of licensed professional advice. Andy Labs is not a law firm, an accounting firm, a healthcare provider, a registered investment adviser, or any other licensed professional. No professional relationship of any kind is created by this Agreement. If Customer needs professional advice, Customer will obtain it from a qualified licensed professional.

5.3 Customer must review before relying. Customer is solely responsible for reviewing, verifying, and validating all Output before relying on it, acting on it, publishing it, sending it, filing it, or providing it to any third party. This applies in full to any Output that contains a number, a date, a legal or regulatory statement, a financial figure, a factual claim about a person or a company, or a citation. Customer will not treat Output as verified merely because it appears complete, well-formatted, internally consistent, or confident in tone.

5.4 No warranty of any kind. The Services, Andy Labs Technology, the Instance, and all Output are provided “as is” and “as available”. To the maximum extent permitted by law, Andy Labs disclaims all warranties, conditions, representations, and terms of any kind, whether express, implied, statutory, or arising from a course of dealing or usage of trade, including any implied warranty or condition of merchantability, merchantable quality, fitness for a particular purpose, non-infringement, title, accuracy, quiet enjoyment, and any warranty arising from a course of performance.

5.5 What we specifically do not warrant. Without limiting Section 5.4, we do not warrant that the Services will be uninterrupted, timely, secure, or error free, that Output will be accurate, complete, current, reliable, appropriate, or fit for any purpose, that defects will be corrected, that the Services will meet Customer’s requirements or expectations, that the Services will produce any particular business result, saving, or return, or that the Services will be free of harmful components.

5.6 Third party dependencies. The Services depend on third parties, including Model Providers, the compute provider, the DNS provider, and the providers of Customer Systems. We do not control them and we do not warrant their performance, availability, pricing, output quality, or continued existence. A failure, degradation, deprecation, model change, rate limit, policy change, or outage at a third party is not a breach of this Agreement by us.

5.7 No reliance. Customer acknowledges that it has not relied on any statement, demonstration, benchmark, performance claim, or representation about the Services that is not written in this Agreement or an Order Form. Demonstrations and sample Output show what the Services can produce, not what they will produce for Customer.

5.8 Jurisdictional limits. Some jurisdictions do not allow the exclusion of certain warranties. In those jurisdictions, this Section applies to the maximum extent permitted, and any warranty that cannot be excluded is limited in duration to thirty days from the Effective Date and in remedy to the remedies in this Agreement.

6. LIMITATION OF LIABILITY

6.1 Excluded damages. To the maximum extent permitted by law, neither party is liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, loss of revenue, loss of business, loss of anticipated savings, loss of goodwill or reputation, loss of opportunity, loss of or corruption of data, or cost of substitute services, however caused and on any theory of liability, whether in contract, tort including negligence, strict liability, or otherwise, and whether or not the party was advised of the possibility of those damages.

6.2 Liability cap. To the maximum extent permitted by law, each party’s total aggregate liability arising out of or relating to this Agreement and all Order Forms, on all theories of liability combined, will not exceed the total fees actually paid by Customer to Andy Labs under this Agreement in the twelve months immediately preceding the first event giving rise to the claim.

6.3 Carve-outs. The limits in Sections 6.1 and 6.2 do not apply to Customer’s obligation to pay fees under Section 4, or to Customer’s indemnity obligations under Section 10.2. These are the only carve-outs. Neither party’s liability for anything else is uncapped, except to the extent a limitation is not permitted by applicable law, in which case liability is limited to the greatest extent that is permitted.

6.4 Output-related claims. Without limiting the above, Andy Labs has no liability of any kind for any claim arising out of the content, accuracy, or consequences of Output, or of any Outbound Action approved by the Approver or performed under a configuration made at Customer’s written direction under Section 3.4.

6.5 Basis of the bargain. The parties agree that the fees reflect this allocation of risk, that these limitations are a fundamental basis of the bargain between them, and that they will apply even if a limited remedy fails of its essential purpose.

6.6 Time limit on claims. Neither party may bring a claim arising out of this Agreement more than twelve months after the party knew or reasonably should have known of the facts giving rise to it, except for a claim for unpaid fees.

7. INTELLECTUAL PROPERTY

7.1 Customer owns its data and its business outputs. As between the parties, Customer owns all right, title, and interest in and to Customer Data, and in and to the Output produced for Customer in the course of Customer’s business, including documents, analyses, drafts, and communications generated for Customer’s use. We assign to Customer whatever rights we may have in that Output, to the extent those rights are assignable and to the extent the Output is protectable. Customer authorises and instructs Andy Labs to host, process, transmit and display Customer Data and Output solely to perform the Services, and for no other purpose.

7.2 Andy Labs owns Andy Labs Technology. As between the parties, Andy Labs owns and retains all right, title, and interest in and to Andy Labs Technology, including all software, source code, object code, architecture, agent definitions, system prompts, instruction sets, prompt engineering, tooling, integration connectors, provisioning and deployment automation, configuration schemas, templates, models of workflow, know-how, methods, techniques, and all documentation, together with all patents, copyrights, trade secrets, trademarks, and other intellectual property rights in any of it. Nothing in this Agreement transfers any of that to Customer.

7.3 Improvements. Andy Labs owns all modifications, enhancements, corrections, extensions, and derivative works of Andy Labs Technology, and all know-how, techniques, methods, generalized learning, and improvements developed or acquired in the course of building, operating, and supporting Andy Labs Technology and performing the Services, including those developed while working with Customer or in response to something Customer raised, regardless of who conceived them and regardless of whether Customer paid any fee during the period in which they arose. Customer assigns to Andy Labs any right it may acquire in any of the foregoing, and will sign any document reasonably needed to perfect that assignment. This Section does not give Andy Labs any right to Customer Data or to Customer’s confidential business information, and Andy Labs will not incorporate Customer Data or Customer’s Confidential Information into Andy Labs Technology.

7.4 No rights granted in Andy Labs Technology. Andy Labs performs the Services using Andy Labs Technology, which Andy Labs operates itself on its own Instance. Customer does not receive, and this Agreement does not grant, any right, title, interest or permission of any kind in or to Andy Labs Technology. Andy Labs Technology is not supplied, delivered, transferred or made available to Customer in any form, in whole or in part, in object code, source code or any other form. What Customer receives under this Agreement is the performance of the Services and the Output produced by them, and nothing else. Customer’s ability to interact with the Services through an interface Andy Labs operates is a feature of how Andy Labs performs the Services. It is not a grant of rights in anything and creates no interest in any software or equipment. Nothing in this Agreement is to be read as conferring on Customer any entitlement to possess, control, copy, hold or otherwise deal with Andy Labs Technology or the Instance.

7.5 Restrictions on Customer’s conduct. These restrictions are obligations Customer owes in the course of receiving the Services. They are not conditions of any grant, because no grant is made. Customer will not, and will not permit anyone else to:

1. copy, modify, reverse engineer, decompile, or disassemble Andy Labs Technology, or attempt to derive its source code, structure or design from the Services or from Output

2. extract or attempt to extract system prompts, agent definitions, or instruction sets for any purpose other than Customer’s internal receipt of the Services

3. build, or assist anyone in building, a competing product or service using the Services, Andy Labs Technology, or observations of either

4. remove or obscure proprietary notices

5. resell, resupply, distribute, or otherwise make the Services available to a third party, or purport to confer on anyone any entitlement in respect of them

6. obtain or attempt to obtain shell, operating system, administrative, or root access to the Instance

7. place, run, execute or cause to be executed its own code, software or workloads on the Instance

8. receive or use the Services in violation of applicable law or of a Model Provider’s usage policies.

7.6 No model training. Andy Labs does not use Customer Data or Output to train, fine-tune, or otherwise improve any machine learning model, and contracts with its Model Providers on terms that do not permit them to do so.

7.7 Feedback. If Customer gives us suggestions or feedback about the Services, we may use it without restriction and without obligation to Customer. Feedback does not include Customer Data or Customer’s Confidential Information.

7.8 Use of name. Neither party will use the other’s name, logo, or trademarks in publicity or marketing without prior written consent. Consent may be given by email.

8. DATA PROTECTION AND SECURITY

8.1 The DPA governs. The processing of personal data under this Agreement is governed by the DPA, which is incorporated into and forms part of this Agreement. In the event of a conflict between the DPA and the rest of this Agreement on the subject of personal data processing, the DPA controls.

8.2 Excluded Data. Customer will not make Excluded Data available to the Services except under a written addendum signed by both parties. Customer is solely responsible for any Excluded Data it makes available in breach of this Section, including all resulting regulatory exposure and third party claims, and the indemnity in Section 10.2 applies to it. We may suspend an affected connection or delete Excluded Data on becoming aware of it, and will notify Customer promptly.

8.3 Security measures. We will maintain the security measures described in the DPA. We describe our security posture honestly and we do not claim certifications or controls we do not have. Customer is responsible for deciding whether that posture is adequate for the data Customer chooses to connect.

8.4 Breach notification. If we become aware of a breach of security that leads to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or unauthorized access to Customer Data on the Instance, we will notify Customer without undue delay and in any event within seventy-two (72) hours of becoming aware of it. The notice will describe what we know at the time, including the nature of the incident, the categories and approximate volume of data affected, the likely consequences, and the steps we are taking. We will give further information as it becomes available, cooperate with Customer’s investigation, and take reasonable steps to contain and remediate. Notifying Customer is not an admission of fault or liability. Customer is responsible for determining whether the incident triggers a notification duty to a regulator or to an individual, and for making that notification.

8.5 Customer’s own security. Customer is responsible for the security of the Customer Systems, for the Credentials it grants us, for the access rights those Credentials carry, for controlling who at Customer can act as Approver, and for revoking Credentials when a person leaves. We recommend that Customer grant the narrowest scope of access that allows us to perform the Services.

9. CONFIDENTIALITY

9.1 Definition. “Confidential Information” means non-public information disclosed by one party (the “Discloser”) to the other (the “Recipient”) that is identified as confidential or that a reasonable person would understand to be confidential from its nature or the circumstances of disclosure. Customer Data is Customer’s Confidential Information. Andy Labs Technology, including its system prompts, agent definitions and architecture, and our pricing and roadmap, is our Confidential Information. The terms of this Agreement and any Order Form are the Confidential Information of both parties.

9.2 Obligations. The Recipient will use the Discloser’s Confidential Information only to perform or receive the Services, will protect it with at least the care it uses for its own confidential information of similar importance and in no event less than reasonable care, and will not disclose it to anyone other than its employees, contractors, professional advisers, and subprocessors who need it for that purpose and who are bound by confidentiality obligations at least as protective as these. The Recipient is responsible for their compliance.

9.3 Exclusions. Confidential Information does not include information that is or becomes public through no fault of the Recipient, that the Recipient already had without a duty of confidence, that the Recipient receives from a third party without a duty of confidence, or that the Recipient independently develops without using the Discloser’s Confidential Information.

9.4 Compelled disclosure. The Recipient may disclose Confidential Information to the extent required by law, regulation, or court order, provided it gives the Discloser prompt notice where legally permitted so the Discloser can seek protective relief, discloses only what is required, and seeks confidential treatment where available.

9.5 Duration. These obligations continue for three years after the end of this Agreement, and indefinitely for trade secrets and for Customer Data for as long as the law protects them.

9.6 Return or destruction. On the Discloser’s written request after termination, the Recipient will return or destroy the Discloser’s Confidential Information, subject to the exit process in Section 11.6 and to retention required by law or contained in routine backups that are not readily accessible.

9.7 Equitable relief. Money damages may not be adequate for a breach of this Section. The Discloser may seek injunctive relief without posting a bond and without proving actual damages, in addition to any other remedy.

10. INDEMNITIES

10.1 Our indemnity, limited to intellectual property infringement in the Services. We will defend Customer against a claim brought by a third party alleging that the Services, as performed by us and received in accordance with this Agreement, infringe that third party’s patent, copyright, trademark, or trade secret rights, and we will pay damages finally awarded against Customer or amounts we approve in settlement of such a claim. This is our only indemnity obligation under this Agreement.

10.1.1 Exclusions. We have no obligation under Section 10.1 to the extent a claim arises from Customer Data, Output, Customer Systems, anything Customer supplies or specifies, receipt of the Services in combination with anything we did not supply, modification of Andy Labs Technology by anyone other than us, continued receipt of the Services after we tell Customer to stop in order to avoid infringement, receipt of the Services in breach of this Agreement or of a Model Provider’s usage policies, or Customer’s continued receipt of a configuration of the Services for which we have made a non-infringing replacement available.

10.1.2 Our remedy options. If the Services become, or in our reasonable opinion are likely to become, the subject of a claim under Section 10.1, we may at our option and expense procure the ability to continue performing the Services for Customer, modify or replace Andy Labs Technology so that the Services are non-infringing while materially preserving what the Services do for Customer, or terminate the affected Order Form on notice. If we terminate under this Section, we will refund any prepaid Monthly Service Fee covering the period after termination, and, if we terminate during the Initial Service Period, a part of the Implementation Fee in the proportion that the unexpired part of the Initial Service Period bears to the whole of it, calculated on a daily basis. These are Customer’s sole and exclusive remedies for any claim of infringement.

10.1.3 Cap. Our total liability under Section 10.1, including defence costs, damages, and settlements, is subject to the cap in Section 6.2.

10.2 Customer’s indemnity. Customer will defend, indemnify, and hold harmless Andy Labs and its officers, directors, members, employees, and contractors against any claim, demand, proceeding, loss, damage, fine, penalty, liability, cost, and expense, including reasonable legal fees, arising out of or relating to any of the following.

1. Customer Data, including its content, its accuracy, Customer’s right to provide it, and any claim that our permitted processing of it infringes or violates a third party’s rights.

2. Excluded Data made available in breach of the Order Form or Section 8.2.

3. Customer’s use of, reliance on, publication of, or distribution of Output, including any claim of defamation, misrepresentation, professional negligence, unfair or deceptive practice, or intellectual property infringement arising from Output.

4. any Outbound Action the Approver approved, and any action taken under a configuration made at Customer’s written direction under Section 3.4.

5. Customer’s breach of Section 7.5 or of a Model Provider’s usage policies.

6. Customer’s own legal and regulatory obligations, including privacy, consumer protection, marketing and anti-spam, employment, securities, professional licensing, tax, and industry-specific regulation, and any failure by Customer to obtain a consent, permit, or authorization it needed.

7. any claim by Customer’s own personnel, customers, patients, clients, or counterparties relating to the Services or to Output.

10.3 Procedure. The indemnified party will give the indemnifying party prompt written notice of the claim, sole control of the defence and settlement, and reasonable cooperation at the indemnifying party’s expense. A delay in notice reduces the indemnity only to the extent the delay prejudices the defence. The indemnifying party will not settle a claim in a way that imposes a non-monetary obligation on, or admits fault by, the indemnified party without its prior written consent, which will not be unreasonably withheld. The indemnified party may participate with its own counsel at its own expense.

11. TERM, TERMINATION, AND SUSPENSION

11.1 Term. This Agreement begins on the Effective Date of the first Order Form and continues until every Order Form has expired or been terminated. Each Order Form runs for the Initial Service Period stated in it, then continues month to month until either party gives thirty days written notice of termination.

11.2 Termination for cause. Either party may terminate this Agreement or an Order Form if the other party materially breaches it and does not cure the breach within thirty days after receiving written notice describing the breach in reasonable detail. For non-payment, the cure period is ten days.

11.3 Termination for insolvency. Either party may terminate immediately on written notice if the other party becomes insolvent, makes a general assignment for the benefit of creditors, has a receiver or trustee appointed, or begins or has begun against it a bankruptcy, liquidation, or similar proceeding that is not dismissed within sixty days.

11.4 Suspension. In addition to suspension for non-payment under Section 4.6, we may suspend the Services immediately on notice if we reasonably believe that continued performance presents a security risk to Customer, to us, or to a third party, that the Services are being received or used unlawfully or in breach of a Model Provider’s usage policies, or that Excluded Data has been made available in breach of Section 8.2. We will limit the suspension to what the circumstances require, notify Customer as soon as practicable with the reason, and resume the Services promptly once the cause is resolved.

11.5 Effect of termination. On termination, our performance of the Services ends, we will stop the Instance, and all fees accrued up to the effective date of termination become immediately due. Because nothing was granted to Customer, nothing reverts to us. What ends is our obligation and our willingness to perform. If termination takes effect before Go-Live, the second half of the Implementation Fee does not become payable. Once we have started provisioning the Instance, the part of the Implementation Fee already paid is not refundable. Customer remains liable for the Monthly Service Fee for the balance of the Initial Service Period if Customer terminates for convenience during the Initial Service Period or if we terminate for Customer’s uncured breach during the Initial Service Period. Fees already paid are not refundable except as expressly stated in Section 10.1.2.

11.6 Exit obligations. After termination or expiry:

1. Data export. For thirty days after the effective date of termination, we will make Customer Data available for export in a commonly usable machine-readable format, including the contents of the memory database and files stored on the Instance. If Customer asks us to perform the export for it rather than doing it itself, we will quote that separately in writing and will do it only if Customer accepts the quote in writing. Customer is responsible for retrieving its data within that window.

2. Destruction. Within sixty days after the effective date of termination, we will destroy the Instance and all backups and snapshots of it in our possession or control, including Customer Data on them, other than data we are required by law to retain. Data retained under this exception stays subject to Section 9 for as long as we hold it.

3. Certificate of deletion. On Customer’s written request made within ninety days after termination, we will provide a signed certificate confirming the destruction described in paragraph (b), identifying what was destroyed and when.

4. Credentials. Customer should revoke the Credentials it granted us for Customer Systems immediately on termination. We will also delete our copies of those Credentials as part of paragraph (b).

11.7 Survival. Sections 1, 4 (for amounts accrued up to termination), 5, 6, 7, 9, 10, 11.5, 11.6, 11.7, and 12 through 20 survive termination, together with any other provision that by its nature should survive. Section 7.4 survives in full, so that Customer’s position of holding no rights in Andy Labs Technology continues after termination. Sections 7.2, 7.3 and 7.5 also survive in full.

12. AVAILABILITY

12.1 What we actually commit to. We will use commercially reasonable efforts to keep the Instance running and to restore it promptly if it goes down. We monitor our fleet and we respond to failures during our normal business hours.

12.2 No uptime guarantee. We do not offer a service level agreement, an uptime percentage, an availability commitment, a response time guarantee, or service credits. We will not pretend otherwise. Our performance depends on a single virtual machine, on third party Model Providers, on a third party compute provider, and on Customer Systems, and any of those can fail in ways we do not control. Customer should not rely on the Services for anything where an outage would cause serious harm, and should keep the ability to do the underlying work without them.

12.3 Maintenance. We may take the Instance down for maintenance, updates, or security patching. We will give advance notice for planned maintenance where practicable and will try to schedule it outside Customer’s business hours. Emergency maintenance may happen without notice.

12.4 Changes to the Services. We may modify, add to, or remove what the Services do and how we perform them, and we may modify Andy Labs Technology at any time. We will not make a change that materially reduces the core functionality Customer is paying for during a paid period without Customer’s consent. Model Providers change, deprecate, and re-price their models, and we may substitute an equivalent or better model without notice.

13. FORCE MAJEURE

Neither party is liable for a failure or delay in performance caused by an event beyond its reasonable control, including act of God, natural disaster, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, labour dispute, act of government or regulator, change in law, failure or interruption of the internet or of telecommunications, power failure, cyber attack including denial of service, and the failure, outage, discontinuation, or material change of service by a Model Provider, the compute provider, the DNS provider, or a provider of Customer Systems. The affected party will notify the other promptly and use reasonable efforts to resume performance. This Section does not excuse Customer’s obligation to pay amounts already due. If a force majeure event continues for more than sixty consecutive days, either party may terminate the affected Order Form on written notice without further liability.

14. ASSIGNMENT

Neither party may assign this Agreement or any right or obligation under it, by operation of law or otherwise, without the other party’s prior written consent, which will not be unreasonably withheld. Either party may assign this Agreement in its entirety, on written notice and without consent, to a successor in connection with a merger, reorganization, change of control, or sale of all or substantially all of its assets or of the business to which this Agreement relates, provided the successor assumes all obligations under it. Andy Labs may assign this Agreement to an affiliate or to a newly formed entity in connection with a reorganization of its corporate structure, on written notice to Customer. Any attempted assignment in breach of this Section is void. This Agreement binds and benefits the parties and their permitted successors and assigns.

15. NOTICES

15.1 How to give notice. Notices under this Agreement must be in writing and sent to the notices address in the Order Form, by email with confirmation of delivery, by personal delivery, or by a nationally recognized overnight courier. Notices to Andy Labs go to [email protected], or to Andy Labs LLC, 30 N Gould St, Ste N, Sheridan, WY 82801. Email is sufficient for all notices, including notices of breach and termination.

15.2 When notice is effective. Email notice is effective on the business day it is sent if sent before 5:00 p.m. in the recipient’s local time, and on the next business day otherwise. Personal delivery is effective on delivery. Courier is effective on the documented delivery date.

15.3 Keeping addresses current. Each party will keep its notices address current by written notice to the other. A notice sent to the last address given under this Section is validly given even if the recipient no longer monitors it.

15.4 Routine communications. Day to day operational communications, support requests, and approval requests may be exchanged by email or through the interfaces Andy Labs operates as part of the Services, and do not need to follow this Section.

16. RELATIONSHIP OF THE PARTIES

The parties are independent of each other. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary, employment, or franchise relationship. Neither party has authority to bind the other or to incur an obligation on the other’s behalf. Each party is responsible for its own personnel, taxes, and costs. There are no third party beneficiaries of this Agreement.

17. GOVERNING LAW AND DISPUTES

Wyoming is the elected governing law. The Order Form records the same election. The alternative below is retained but is not in force unless both parties elect it in the Order Form and here in writing.

Governing law: Wyoming, USA (elected). This Agreement is governed by the laws of the State of Wyoming, without regard to conflict of laws principles. Any dispute arising out of or relating to this Agreement will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Cheyenne, Wyoming, conducted in English. Judgment on the award may be entered in any court of competent jurisdiction. Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information. Each party waives any right to participate in a class, collective, or representative proceeding.

Alternative, not elected (retained for a Customer that requires Canadian law). This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict of laws principles. The parties irrevocably submit to the exclusive jurisdiction of the courts sitting in Toronto, Ontario, and waive any objection based on venue or forum non conveniens. Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

18. ENTIRE AGREEMENT

This Agreement, together with the DPA and every Order Form signed by both parties, is the entire agreement between the parties on its subject matter. It supersedes all prior and contemporaneous proposals, quotes, demonstrations, statements of work, discussions, representations, and understandings, whether oral or written. Any term in a purchase order, vendor portal, supplier registration form, or other Customer document is void and has no effect, even if we acknowledge or sign that document. In the event of a conflict, the order of precedence is: the Order Form, then the DPA, then this Agreement.

19. AMENDMENT AND WAIVER

This Agreement may be amended only by a written document signed by both parties. A waiver is effective only if it is in writing and signed by the waiving party. A failure or delay in enforcing a right is not a waiver of that right or of any other right. A waiver on one occasion is not a waiver on any later occasion.

20. GENERAL

20.1 Severability. If a provision of this Agreement is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable while preserving its intent, or if that is not possible it will be severed. The rest of the Agreement stays in force.

20.2 Counterparts and electronic signature. An Order Form may be signed in counterparts and by electronic signature, each of which is an original and all of which together are one document.

20.3 Export and sanctions. Each party will comply with applicable export control and economic sanctions laws, including those of the United States administered by the Office of Foreign Assets Control and the Bureau of Industry and Security. Customer represents that it is not located in, organized under the laws of, or ordinarily resident in a sanctioned jurisdiction, and is not on a restricted party list.

20.4 Anti-corruption. Neither party will offer or accept an improper payment or benefit in connection with this Agreement.

20.5 Headings and interpretation. Headings are for convenience and do not affect interpretation. “Including” means including without limitation. “Writing” includes email. References to a statute include its regulations and any successor. This Agreement will not be construed against the drafting party.

20.6 Currency. All amounts are in United States dollars unless stated otherwise.

20.7 Characterisation. The parties agree that this Agreement is a contract for the performance of services by Andy Labs. It is not a contract for the supply of goods, for the supply of a program or of any reproduction of one, for the transfer of any intellectual property right, or for the use or occupation of equipment by Customer. Neither party will take a position inconsistent with that characterisation before any tax or other authority, and neither party will characterise any amount payable under it as consideration for the use or occupation of, or for any entitlement in respect of, any property.

Andy Labs Master Services Agreement, Version 3.0, dated September 4, 2026.