Master Services Agreement

This Master Services Agreement (the “Agreement”) is entered into between HAVOK Consulting LLC, a Florida limited liability company that owns and operates the HELIX brand and software platform (“HAVOK,” “HELIX,” “we,” “us,” or “our”), and the customer identified in the signature block or applicable invoice (“Customer,” “you,” or “your”). The “Effective Date” is the date this Agreement becomes binding through incorporation into an applicable HELIX Customer Service Agreement or another legally sufficient acceptance method.

This Agreement governs Customer’s purchase and use of HELIX subscriptions, implementation, onboarding, configuration, professional services, consulting, support, and related services. The HELIX Platform Terms of Service available at https://gohelix.ai/terms-of-service are incorporated into this Agreement by reference. If there is a conflict, this Agreement controls over the Terms of Service. An applicable invoice controls only as to pricing, quantities, billing frequency, subscription term, and expressly stated commercial details.

By signing this Agreement, affirmatively accepting it electronically, or otherwise expressly agreeing to it, each party acknowledges that it has read, understood, and agrees to be bound by this Agreement and the documents incorporated by reference. Payment of an Invoice confirms the purchase described in that Invoice and acknowledges receipt of the applicable billing notice, but does not replace affirmative acceptance procedures where such procedures are required.

1. DEFINITIONS

“HELIX Acceptable Use Policy” means the then-current HELIX acceptable use policy, if published or otherwise provided to Customer.

“AI Features” means features that generate, transform, classify, summarize, recommend, or otherwise process content using artificial intelligence, machine learning, or similar technologies.

“Authorized User” means an employee, contractor, agent, or other individual whom Customer authorizes to access the Services on Customer’s behalf.

“Customer Data” means contact records, customer lists, business records, uploaded files, communications, and other information submitted to the Services by or on behalf of Customer. Customer Data excludes HELIX Work Product, usage analytics, de-identified data, and platform telemetry.

“Documentation” means user guides, training materials, policies, instructions, and technical or operational materials that HAVOK makes available for the Services.

“Fees” means all one-time, recurring, subscription, onboarding, implementation, professional services, consulting, training, support, change-order, Usage-Based Services, Digital Wallet, communications, third-party, pass-through, carrier, regulatory, tax, migration, transfer, and other charges payable by Customer under the governing agreements.

“HELIX Work Product” means the materials described in Section 9, including configurations, workflows, automations, websites, funnels, templates, forms, code, scripts, integrations, prompts, documentation, and reusable components created, configured, or supplied by HAVOK.

“Invoice” means a quote, invoice, subscription checkout, payment page, or other written or electronic purchase record issued by HAVOK that identifies commercial terms.

“Platform” means the HELIX-branded software environment, interfaces, mobile applications, websites, communication channels, integrations, and related functionality made available by HAVOK.

“Professional Services” means onboarding, implementation, configuration, consulting, design, development, migration, training, support, and other services performed by HAVOK personnel.

“Services” means the Platform, Professional Services, Documentation, and related products or services that HAVOK provides or makes available.

“Subscription” means Customer’s time-limited right to access specified Services in exchange for recurring Fees.

“Third-Party Services” means software, infrastructure, communications, payment processing, hosting, AI, APIs, integrations, data, or services owned or provided by a third party.

“Usage-Based Services” means any product, feature, functionality, communication service, telecommunications service, messaging service, artificial intelligence service, digital wallet service, third-party service, integration, marketplace application, consumption-based resource, or other capability that is billed based upon actual usage, transactions, events, processing, volume, storage, bandwidth, communications, or similar measurable consumption rather than a fixed subscription fee, including, without limitation, SMS and MMS messaging; telephone numbers and voice services; call forwarding, recording, transcription, voicemail, and related communications services; email delivery, validation, verification, and related messaging services; artificial intelligence services, including AI conversations, AI processing, tokens, model usage, and future AI capabilities; WhatsApp and other messaging channels; premium workflow actions; marketplace applications and third-party integrations; carrier fees, telecommunications charges, regulatory surcharges, and pass-through costs; Digital Wallet funded services; and any substantially similar products or services made available by HELIX or its third-party providers now or in the future.

“Digital Wallet” means any prepaid balance, usage wallet, communications wallet, stored-value account, billing balance, or similar funding mechanism used to purchase or consume Usage-Based Services through the HELIX Platform.

2. SERVICES AND PURCHASE DOCUMENTS

2.1 Services

HAVOK may provide access to the Platform and related Services, including CRM tools, communications tools, websites, funnels, forms, calendars, pipelines, workflows, automations, integrations, reporting, AI Features, implementation, onboarding, training, support, migration assistance, consulting, and other services described in an Invoice or signed statement of work.

2.2 Invoices as Purchase Documents

For standard Services, the applicable Invoice serves as the purchase document and identifies the products, Fees, billing frequency, Subscription term, and other commercial terms. Payment of an Invoice confirms the purchase described in that Invoice and acknowledges receipt of the applicable billing notice. Incorporated agreements are binding when accepted through signature, clickwrap, electronic acceptance, or another legally sufficient method.

2.3 Statements of Work and Change Requests

Custom projects may be described in a separate statement of work signed by both parties. Any deliverable, feature, deadline, service level, revision, integration, migration activity, custom development, or responsibility not expressly included in writing is outside scope and may require additional Fees and written approval. Email approval by an authorized representative may constitute written approval for a change request.

2.4 Dependencies and Customer Cooperation

Customer will timely provide information, content, access, approvals, credentials, decisions, and cooperation reasonably required for HAVOK to perform the Services. Delays caused by Customer or third parties may extend timelines and may result in additional Fees. Unless expressly stated in writing, dates are good-faith estimates rather than guaranteed deadlines.

3. PLATFORM LICENSE AND ACCESS

3.1 Limited License

During an active and fully paid Subscription, HAVOK grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Platform, Documentation, and licensed HELIX Work Product solely for Customer’s internal business operations and only in accordance with this Agreement and the Terms of Service.

3.2 Account Status

The Platform account and underlying software environment are licensed, not sold. Customer does not acquire ownership of the Platform account, underlying software, source code, system architecture, licensed technology, administrative environment, or HELIX Work Product merely by paying Subscription, onboarding, implementation, design, development, or consulting Fees.

3.3 Authorized Users

Customer is responsible for all Authorized Users, credentials, permissions, and activity under its account. Customer must use reasonable security measures, maintain accurate account information, protect login credentials, and promptly notify HAVOK of suspected unauthorized access. Accounts and credentials may not be sold, shared publicly, or transferred without HAVOK’s written consent.

3.4 Restrictions

Customer will not, and will not permit any third party to: (a) copy, modify, translate, reverse engineer, decompile, disassemble, or attempt to derive source code or nonpublic architecture; (b) circumvent access, usage, security, or technical limits; (c) scrape, crawl, mirror, frame, or systematically extract Platform content except through authorized functionality; (d) use the Services to create or support a competing platform or service; (e) remove proprietary notices; (f) introduce malware or harmful code; or (g) access the Services in violation of law, this Agreement, the Terms of Service, or the HELIX Acceptable Use Policy.

3.5 Platform Changes

HAVOK may update, modify, replace, add, or discontinue features to improve the Services, maintain security, comply with law, respond to third-party changes, or manage the Platform. The Services may include new products, features, integrations, communication channels, artificial intelligence capabilities, or Usage-Based Services introduced after the Effective Date. Unless otherwise stated at the time such services are offered, Customer’s use of those services constitutes acceptance of the applicable pricing and billing terms, subject to the governing agreements and applicable law. Customer’s purchase is not contingent on the delivery of any future feature or functionality unless expressly stated in a signed writing.

4. CUSTOMER RESPONSIBILITIES AND COMPLIANCE

4.1 Business and Legal Responsibility

Customer is responsible for its business operations, Authorized Users, end customers, products, services, campaigns, communications, content, consent records, privacy notices, data accuracy, and legal compliance. HAVOK provides technology and related services but does not act as Customer’s legal, compliance, telemarketing, advertising, healthcare, financial, or employment adviser.

4.2 Communications Compliance

Customer is solely responsible for all communications initiated through the Services, including SMS, MMS, email, voice calls, ringless voicemail, social messaging, and automated communications. Customer will obtain and maintain all required consents and records and comply with applicable laws, carrier requirements, industry rules, opt-out requirements, do-not-call rules, the Telephone Consumer Protection Act, CAN-SPAM Act, and similar laws. Customer controls the content, recipients, timing, and initiation of communications.

4.3 Privacy Compliance

Customer will provide legally sufficient privacy notices and obtain all rights, permissions, and consents required to collect, use, disclose, transmit, and process Customer Data through the Services. Customer will honor data-subject and consumer rights requests for which Customer is responsible and will not submit sensitive or regulated data unless the applicable Services and written agreements expressly support that use.

4.4 Prohibited Activity

Customer will not use the Services for unlawful, deceptive, abusive, infringing, fraudulent, discriminatory, harassing, exploitative, or harmful activity; to send spam or unauthorized communications; to distribute malware; to violate third-party rights; or to create material risk to HAVOK, the Platform, providers, recipients, or others.

4.5 Customer Content

Customer represents and warrants that it owns or has all rights necessary to use and provide Customer Data, branding, content, media, domains, and other materials supplied to HAVOK. Customer is responsible for the legality, accuracy, quality, and appropriateness of those materials.

5. FEES, BILLING, AND TAXES

5.1 Fees

Customer will pay all Fees validly due under the governing agreements, including subscription fees, onboarding fees, implementation fees, Professional Services, consulting, training, support, change orders, approved add-on services, Usage-Based Services, Digital Wallet charges, third-party and pass-through charges, communications charges, carrier and regulatory fees, taxes, migration and transfer fees, and other amounts shown on an Invoice or otherwise authorized under the governing agreements. Fees are stated in U.S. dollars unless indicated otherwise.

5.2 Recurring Payment Authorization

Customer authorizes HAVOK and its payment processors to charge the payment method on file for all amounts validly due under the governing agreements, including subscription fees, onboarding fees, implementation fees, Professional Services, consulting services, training, support, change orders, approved add-on services, Usage-Based Services, Digital Wallet replenishments where enabled by Customer, third-party and pass-through charges, communications charges, carrier and regulatory fees, taxes, and any other charges incurred through Customer’s authorized use of the Services. Customer will maintain current and accurate billing information and a valid payment method.

5.3 Usage-Based Services and Digital Wallets

Usage-Based Services may be billed in arrears, deducted from a Digital Wallet or other prepaid balance, or charged automatically to the payment method on file when authorized under the governing agreements. Where HELIX offers or enables a Digital Wallet, Customer authorizes HELIX to deduct applicable Usage-Based Services from the available balance. If Customer enables automatic Digital Wallet replenishment, Customer authorizes HELIX to replenish the Digital Wallet using the payment method on file in accordance with the replenishment threshold, amount, or settings selected by Customer until such authorization is revoked or the Services terminate. Usage estimates are not guarantees. Customer is responsible for activity generated by its account and Authorized Users, including activity resulting from Customer configuration errors, compromised credentials, automated campaigns, integrations, or other authorized platform activity.

5.4 Non-Refundable Fees

Except as required by law or expressly agreed in writing, all Fees are non-refundable. Onboarding, implementation, setup, migration, transfer, design, development, training, and consulting Fees are earned as work is performed and are non-refundable once work begins. Customer is not entitled to credits for unused time, unused features, failure to access the Services, or partial billing periods.

5.5 Failed or Late Payment

Failed or overdue payments may result in suspension or termination. Customer remains responsible for all amounts incurred through the effective cancellation or termination date, plus reasonable collection costs, chargeback costs, and attorneys’ fees where permitted by law. HAVOK may require payment in advance or a deposit after a failed payment or material change in credit risk.

5.6 Billing Disputes

Customer must provide written notice of any disputed charge within ten (10) business days after receipt of the Invoice. The notice must identify the disputed amount and provide reasonable supporting detail. Undisputed amounts remain due while the parties work in good faith to resolve the dispute.

5.7 Taxes

Fees exclude applicable sales, use, excise, telecommunications, withholding, value-added, and similar taxes unless expressly stated otherwise. Customer is responsible for taxes arising from its purchase or use of the Services, except taxes based on HAVOK’s net income. If Customer claims an exemption, Customer must provide valid exemption documentation before billing.

6. TERM, RENEWAL, CANCELLATION, AND SUSPENSION

6.1 Agreement Term

This Agreement begins on the Effective Date and remains in effect while Customer uses or pays for any Services, unless terminated in accordance with this Agreement.

6.2 Subscription Renewal

Unless an Invoice or signed writing states otherwise, each Subscription automatically renews for successive periods equal to its billing period until properly canceled. Renewal pricing will be the then-current pricing unless a fixed-price commitment is expressly stated in writing. HAVOK will provide any renewal disclosure or notice required by applicable law.

6.3 Cancellation

Customer must provide written cancellation notice at least thirty (30) days before the next renewal or billing date unless an Invoice states a different notice period. Customer must use the cancellation method specified by HAVOK. Cancellation does not eliminate minimum commitments, amounts already due, Usage-Based Services, Digital Wallet balances or replenishments already incurred, third-party or pass-through charges, or non-refundable Fees. A request to reduce features, locations, users, or Services is not effective until confirmed by HAVOK in writing.

6.4 Suspension

HAVOK may suspend access immediately for nonpayment, suspected fraud, security risk, unlawful conduct, misuse, violation of this Agreement or incorporated policies, third-party provider requirements, excessive use, or material risk to HAVOK, the Platform, or others. Suspension does not relieve Customer of payment obligations. HAVOK may charge reasonable reactivation or remediation Fees.

6.5 Termination for Cause

Either party may terminate this Agreement for a material breach that remains uncured thirty (30) days after written notice, except that HAVOK may terminate immediately for unlawful activity, infringement, fraud, repeated violations, threats to security or Platform integrity, or a breach that cannot reasonably be cured.

6.6 Effect of Termination

Access may end immediately or at the end of the paid term, depending on the reason for termination. Customer should export Customer Data before access ends. HAVOK may delete or anonymize Customer Data after termination in accordance with its retention practices and applicable law. Sections intended by their nature to survive will survive, including payment obligations, confidentiality, ownership, disclaimers, liability limitations, indemnification, dispute resolution, and general provisions.

7. CUSTOMER DATA

7.1 Ownership

Customer retains all right, title, and interest in Customer Data. Nothing in this Agreement transfers ownership of Customer Data to HAVOK.

7.2 Processing Rights

Customer grants HAVOK, its affiliates, and its service providers the limited, worldwide, non-exclusive rights necessary to host, copy, process, back up, transmit, secure, support, analyze, and otherwise use Customer Data to provide, maintain, protect, and improve the Services, comply with law, enforce this Agreement, and prevent fraud or abuse. HAVOK may generate and use aggregated or de-identified information that does not reasonably identify Customer or an individual.

7.3 Customer Obligations

Customer is responsible for having all required rights, permissions, notices, and consents for Customer Data; maintaining legally required records and backups; responding to individuals and regulators; and determining whether the Services are appropriate for Customer’s intended use. Customer will not rely on the Platform as its sole recordkeeping system for information it is legally required to retain independently.

7.4 Data Export

Upon written request and subject to account status, technical feasibility, third-party restrictions, and payment of applicable Fees, HAVOK may provide a standard export of Customer Data in a format reasonably available through the Platform. A standard export does not include HELIX Work Product, proprietary configurations, system relationships, unsupported metadata, third-party data, or items the Platform cannot reasonably export.

7.5 HELIX Data Processing Addendum

If applicable to the parties’ processing activities, the then-current HELIX HELIX Data Processing Addendum will apply when executed or otherwise incorporated by reference. If the HELIX Data Processing Addendum conflicts with this Agreement solely regarding processing of personal data, the HELIX Data Processing Addendum controls for that subject.

8. CONFIDENTIALITY

8.1 Confidential Information

“Confidential Information” means nonpublic business, technical, financial, security, product, customer, pricing, or operational information disclosed by one party to the other that is identified as confidential or that a reasonable person would understand to be confidential. Customer Data is Customer Confidential Information. HELIX Work Product, Platform architecture, nonpublic Documentation, pricing methods, security information, and internal processes are HAVOK Confidential Information.

8.2 Protection and Use

Each receiving party will use reasonable care to protect the disclosing party’s Confidential Information, will use it only to perform or receive Services under this Agreement, and will disclose it only to personnel and service providers who need to know it and are subject to confidentiality obligations. Each party is responsible for breaches by persons to whom it discloses Confidential Information.

8.3 Exclusions

Confidential Information does not include information that the receiving party can demonstrate: (a) is publicly available without breach; (b) was lawfully known without restriction before disclosure; (c) is independently developed without use of the other party’s Confidential Information; or (d) is lawfully received from a third party without confidentiality restriction.

8.4 Required Disclosure

A party may disclose Confidential Information when legally required, provided it gives advance notice where legally permitted and reasonably cooperates, at the disclosing party’s expense, with efforts to seek confidential treatment.

8.5 Equitable Relief

Unauthorized use or disclosure of Confidential Information or intellectual property may cause irreparable harm for which monetary damages are inadequate. The affected party may seek injunctive or equitable relief without waiving other remedies and, to the extent permitted by law, without posting bond.

9. HELIX WORK PRODUCT AND INTELLECTUAL PROPERTY

9.1 HAVOK and Licensor Ownership

HAVOK and its licensors retain all right, title, and interest in the Platform, software environment, technology, trademarks, Documentation, methods, processes, know-how, templates, configurations, and HELIX Work Product, including all improvements, modifications, derivative works, and intellectual property rights.

9.2 HELIX Work Product

HELIX Work Product includes websites, funnels, landing pages, forms, surveys, calendars, pipelines, workflows, automations, triggers, campaigns, templates, dashboards, reports, integrations, code, scripts, CSS, JavaScript, layouts, designs, configuration logic, snapshots, AI prompts, prompt libraries, Documentation, training materials, reusable components, and other materials created, configured, or supplied by HAVOK in connection with the Services.

9.3 No Implied Transfer

Payment of Fees does not transfer ownership of HELIX Work Product. Customer receives only the limited license described in this Agreement unless a separate written license, transfer, or buyout agreement signed by HAVOK expressly states otherwise. No work-made-for-hire, assignment, source-code delivery, perpetual license, or transfer of administrative ownership is implied.

9.4 Customer Materials

Customer retains ownership of materials it supplied before the engagement. Customer grants HAVOK a non-exclusive license to use, reproduce, modify, display, distribute, and create derivative works from those materials as necessary to provide the Services.

9.5 Reusable Know-How

HAVOK may use and reuse general skills, ideas, methods, expertise, configurations, templates, concepts, and non-Customer-specific components, provided it does not disclose Customer Confidential Information. Nothing restricts HAVOK from providing similar services to other customers.

9.6 Feedback

Customer may provide suggestions or feedback. Customer grants HAVOK a perpetual, irrevocable, worldwide, royalty-free right to use and incorporate feedback without restriction or compensation, provided HAVOK does not publicly identify Customer without permission.

9.7 Marks and Publicity

Neither party may use the other party’s trademarks except as authorized in writing. Unless Customer opts out in writing, HAVOK may identify Customer by name and logo in a factual customer list, subject to Customer’s brand guidelines. Any case study, testimonial, or detailed public description requires Customer’s separate approval.

10. MIGRATION, TRANSFER, PLATFORM LEASE, AND BUYOUT

10.1 Separate Transition Services

Migration assistance, custom exports, account conversion, domain or phone-number transfer, integration rebuilding, documentation, training, cooperation with another provider, and other transition work are separate Professional Services subject to technical feasibility, third-party restrictions, availability, advance payment, and HAVOK’s then-current rates or a written quote.

10.2 No Required Account Transfer

HAVOK is not required to transfer administrative ownership of a HELIX account or underlying Platform environment. The ability to transfer an account, number, domain, integration, or asset may be limited by third-party licensing, technical architecture, provider policies, security requirements, or the presence of HAVOK-owned configurations and intellectual property.

10.3 Available Options

At HAVOK’s discretion and under a separate written agreement, Customer may be offered: (a) paid migration assistance; (b) continued access under a platform-lease, hosting, maintenance, or limited-access Subscription; or (c) a negotiated license or buyout of specifically identified HELIX Work Product. HAVOK is not obligated to offer every option in every circumstance.

10.4 Conditions

Any migration, transfer, lease, license, or buyout is effective only after all outstanding Invoices and applicable Fees are paid in full, the parties sign any required agreement, and all required third-party approvals are obtained. Customer remains responsible for its independent backups and transition planning.

11. THIRD-PARTY LICENSED TECHNOLOGY

11.1 Licensed Providers

HELIX incorporates and depends on licensed Third-Party Services, including software, infrastructure, APIs, telecommunications, payment processing, hosting, artificial intelligence, email delivery, messaging, data, and integrations. Certain functions may be branded as HELIX while being provided through licensed third-party technology.

11.2 Provider Changes and Availability

Customer acknowledges that features, pricing, availability, security requirements, usage limits, and technical capabilities may change because of third-party actions. HAVOK may modify or discontinue affected features, pass through provider charges, adjust Usage-Based Services pricing, require Customer action, or offer alternatives. Third-party, carrier, telecommunications, regulatory, marketplace, and similar charges may change when an underlying provider changes its pricing, fees, policies, surcharges, taxes, or requirements. HAVOK is not responsible for third-party outages, suspensions, policy changes, data loss, service limitations, or discontinuations outside HAVOK’s reasonable control.

11.3 Third-Party Terms

Some Third-Party Services may require Customer to accept separate terms, create an account, provide payment information, or comply with provider policies. Customer is responsible for those direct relationships. Customer’s agreement for HELIX Services is with HAVOK, not with an underlying technology provider, except where Customer separately contracts with that provider.

11.4 Third-Party Transactions

Transactions processed through payment gateways, marketplaces, advertising networks, communications carriers, or other providers are subject to provider rules and risks. HAVOK does not control and is not responsible for provider underwriting, holds, reserves, chargebacks, account closures, deliverability decisions, carrier filtering, or customer disputes.

12. ARTIFICIAL INTELLIGENCE FEATURES

12.1 Nature of AI Output

AI Features may generate inaccurate, incomplete, biased, misleading, offensive, infringing, non-unique, or unsuitable output. AI output is probabilistic and may vary for similar inputs. Customer must not treat AI output as verified fact without independent review.

12.2 Customer Review and Responsibility

Customer is solely responsible for reviewing, validating, editing, approving, and lawfully using AI inputs and outputs. AI Features are assistive tools and are not legal, medical, financial, accounting, employment, compliance, or other professional advice. Customer remains responsible for decisions, communications, campaigns, and actions based on AI output.

12.3 Data and Provider Terms

AI Features may use Third-Party Services and may be subject to provider terms, usage limits, model changes, content restrictions, and data-handling practices. Customer will not submit information to AI Features unless Customer has authority to do so and the submission is appropriate under Customer’s privacy and security obligations.

12.4 No Guarantee

HAVOK does not guarantee the accuracy, uniqueness, availability, legality, non-infringement, or suitability of AI output or continued availability of any model or AI Feature.

13. SECURITY AND BUSINESS CONTINUITY

13.1 Safeguards

HAVOK will maintain commercially reasonable administrative, technical, and organizational safeguards appropriate to the nature of the Services. Safeguards may rely on third-party hosting and infrastructure providers. No system is completely secure, and HAVOK does not guarantee that unauthorized access, data loss, or security incidents will never occur.

13.2 Shared Responsibility

Customer is responsible for credential security, Authorized User management, endpoint security, account configuration, data classification, secure integrations, and enabling available safeguards such as multi-factor authentication. Customer will promptly remove access for departed personnel and review permissions regularly.

13.3 Security Incidents

Each party will notify the other without undue delay after confirming a security incident that materially affects the other party’s data or systems and will reasonably cooperate in investigation and remediation. Notices are not admissions of fault or liability. Customer is responsible for notifications to its customers, regulators, or others unless applicable law or a signed HELIX Data Processing Addendum assigns that responsibility to HAVOK.

13.4 Backups and Continuity

HAVOK and its providers may maintain backups and continuity measures, but Customer is responsible for maintaining independent copies of information and assets that are critical to its business. The Services are not designed as an emergency service, medical system, life-safety system, or sole disaster-recovery solution.

14. SUPPORT AND SERVICE LEVELS

14.1 Standard Support

HAVOK will provide the support included in Customer’s Subscription or Invoice. Support may be delivered through email, ticketing, chat, telephone, training resources, or other channels selected by HAVOK. Response and resolution practices are non-binding objectives only unless expressly stated as binding in a separate written agreement signed by an authorized representative of HAVOK. The HELIX HELIX Service & Support Policy does not create guaranteed response, restoration, resolution, availability, or service-credit commitments.

14.2 Customer-Caused Issues

HAVOK may charge Professional Services Fees for issues caused by Customer configuration, unsupported customizations, third-party products not managed by HAVOK, misuse, unauthorized changes, inadequate Customer systems, or requests outside included support.

14.3 Maintenance

HAVOK or its providers may perform scheduled or emergency maintenance. When reasonably practicable, HAVOK will provide notice of material planned maintenance. Emergency maintenance may occur without advance notice.

15. WARRANTIES AND DISCLAIMERS

15.1 Limited Professional Services Warranty

HAVOK warrants that it will perform Professional Services in a commercially reasonable manner. Customer’s exclusive remedy for a breach of this warranty is re-performance of the materially deficient Professional Services, provided Customer gives written notice within thirty (30) days after performance.

15.2 Disclaimer

EXCEPT FOR THE LIMITED WARRANTY IN SECTION 15.1, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, HAVOK DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

15.3 No Guaranteed Results

HAVOK DOES NOT GUARANTEE UNINTERRUPTED OR ERROR-FREE OPERATION, DELIVERABILITY, DATA RECOVERY, SPECIFIC BUSINESS RESULTS, REVENUE, LEADS, CONVERSIONS, SEARCH RANKINGS, ADVERTISING RESULTS, COMPLIANCE OUTCOMES, OR CONTINUED AVAILABILITY OF THIRD-PARTY FEATURES. CUSTOMER IS RESPONSIBLE FOR EVALUATING WHETHER THE SERVICES MEET ITS REQUIREMENTS.

16. LIMITATION OF LIABILITY

16.1 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, HAVOK’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY INVOICE, OR THE SERVICES WILL NOT EXCEED THE FEES PAID BY CUSTOMER TO HAVOK FOR THE AFFECTED SERVICES DURING THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

16.2 Excluded Damages

HAVOK WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; LOST PROFITS, REVENUE, SAVINGS, OPPORTUNITIES, GOODWILL, OR DATA; BUSINESS INTERRUPTION; COSTS OF SUBSTITUTE SERVICES; OR THIRD-PARTY ACTIONS OR OUTAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16.3 Allocation of Risk

The Fees and limitations in this Agreement reflect the parties’ allocation of risk and are an essential basis of the bargain. The limitations apply regardless of the legal theory and even if a remedy fails of its essential purpose. They do not limit liability that cannot legally be limited, including liability arising from a party’s fraud or willful misconduct where applicable law prohibits limitation.

17. INDEMNIFICATION

17.1 Customer Indemnification

Customer will defend, indemnify, and hold harmless HAVOK, its affiliates, officers, directors, employees, contractors, licensors, and service providers from claims, investigations, liabilities, losses, damages, penalties, judgments, costs, and reasonable attorneys’ fees arising from or related to: (a) Customer Data or Customer materials; (b) Customer communications, campaigns, products, or services; (c) violation of law, carrier rules, or third-party rights; (d) breach of this Agreement or incorporated policies; (e) unauthorized access caused by Customer; (f) taxes, chargebacks, or disputes involving Customer’s customers; or (g) acts or omissions of Customer, its Authorized Users, employees, agents, or customers.

17.2 Procedure

HAVOK will provide reasonable notice of an indemnified claim and may permit Customer to control the defense with counsel reasonably acceptable to HAVOK. Customer may not settle a claim in a manner that admits liability by HAVOK, imposes obligations on HAVOK, or fails to provide a complete release without HAVOK’s written consent. HAVOK may participate with its own counsel at its own expense, except Customer will pay those costs if Customer fails to conduct a prompt and adequate defense.

17.3 HAVOK IP Remedy

If the Platform, as provided by HAVOK and used as authorized, is finally determined to infringe a United States intellectual property right, HAVOK may, at its option: (a) obtain continued use rights; (b) modify or replace the affected feature; or (c) terminate the affected Service and refund prepaid unused Subscription Fees for that Service. This Section states Customer’s exclusive remedy for such claims and does not apply to claims arising from Customer Data, modifications, combinations, misuse, or Third-Party Services.

18. DISPUTE RESOLUTION

18.1 Governing Law

This Agreement is governed by the laws of the State of Florida, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

18.2 Informal Resolution

Before filing a claim, the parties will attempt in good faith to resolve the dispute through written notice and direct discussion for at least thirty (30) days, unless emergency injunctive relief is reasonably necessary. A notice must describe the claim and requested relief in reasonable detail.

18.3 Binding Individual Arbitration

Except for eligible small-claims matters and requests for temporary or preliminary injunctive relief, any dispute, claim, or controversy arising out of or relating to this Agreement, an Invoice, the Services, or the parties’ relationship will be resolved by binding individual arbitration administered by the American Arbitration Association under its applicable Commercial Arbitration Rules. The arbitration will take place in Palm Beach County, Florida, unless the parties agree to remote proceedings or another location. The Federal Arbitration Act and the Florida Arbitration Code govern the enforceability of this provision.

18.4 Class and Jury Waiver

EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN ANY CLASS, COLLECTIVE, CONSOLIDATED, MASS, PRIVATE-ATTORNEY-GENERAL, OR REPRESENTATIVE ACTION OR ARBITRATION. CLAIMS OF MULTIPLE PARTIES MAY NOT BE COMBINED WITHOUT THE WRITTEN CONSENT OF ALL PARTIES AND THE ARBITRATOR.

18.5 Court Venue

Any non-arbitrable proceeding must be brought exclusively in a state court located in Palm Beach County, Florida, or the federal court having jurisdiction over Palm Beach County. Each party irrevocably consents to personal jurisdiction and venue in those courts.

18.6 Time to Bring Claims

To the extent permitted by law, any claim arising out of or relating to this Agreement or the Services must be commenced within one (1) year after the claimant knew or reasonably should have known of the facts giving rise to the claim, except claims for unpaid Fees or infringement or misappropriation of intellectual property or Confidential Information.

19. GENERAL PROVISIONS

19.1 Notices

Legal notices must be in writing and sent by personal delivery, nationally recognized overnight courier, certified mail, or email with confirmation of receipt to the contact information in the signature block or most recent contact information provided by the receiving party. Notices to HAVOK may be mailed to HAVOK Consulting LLC, Attention: Legal Department, 1032 E Brandon Blvd., #7286, Brandon, Florida 33511. Routine operational and billing communications may be sent electronically to the addresses on file.

19.2 Assignment

Customer may not assign or transfer this Agreement, whether by operation of law, change of control, or otherwise, without HAVOK’s prior written consent. HAVOK may assign this Agreement in connection with a merger, acquisition, reorganization, financing, sale of assets, or transfer of the HELIX business. Any prohibited assignment is void.

19.3 Independent Contractors

The parties are independent contractors. This Agreement does not create a partnership, franchise, agency, fiduciary, employment, or joint-venture relationship. Neither party may bind the other except as expressly authorized in writing.

19.4 Force Majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disaster, severe weather, fire, epidemic, war, terrorism, civil unrest, labor dispute, governmental action, utility failure, internet or carrier outage, cyberattack, provider failure, or supply shortage. This provision does not excuse Customer’s payment obligations for Services already provided or committed.

19.5 Severability

If any provision is invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible. The remaining provisions will remain in effect.

19.6 Waiver

A waiver must be in writing and signed by the waiving party. Failure or delay in enforcing a right is not a waiver. A waiver on one occasion is not a waiver on another occasion.

19.7 No Third-Party Beneficiaries

Except for indemnified parties and HAVOK’s licensors and service providers as expressly stated, this Agreement does not create rights for any third party.

19.8 Order of Precedence

In the event of a conflict, the following order controls: (1) a signed amendment expressly identifying the provision changed; (2) this Agreement; (3) a signed statement of work; (4) the applicable Invoice, solely for commercial terms; (5) the HELIX Data Processing Addendum, solely for personal-data processing; (6) the Platform Terms of Service; (7) the HELIX Acceptable Use Policy; (8) the HELIX Service & Support Policy; and (9) other incorporated policies. The HELIX Privacy Policy describes data practices and does not expand commercial obligations unless expressly stated.

19.9 Entire Agreement

This Agreement, applicable Invoices, signed statements of work, the HELIX Platform Terms of Service, HELIX Privacy Policy, HELIX Data Processing Addendum if applicable, HELIX Acceptable Use Policy, HELIX Service & Support Policy, and other incorporated policies form the entire agreement concerning the Services and supersede prior or contemporaneous discussions, proposals, representations, and understandings concerning the same subject.

19.10 Amendments and Online Policies

Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties. HAVOK may update incorporated online policies as permitted by those policies and applicable law. Material changes will apply prospectively, and HAVOK will provide notice when required by law or the applicable policy.

19.11 Interpretation

Headings are for convenience only. “Including” means “including without limitation.” Singular includes plural and vice versa. References to law include amendments and successor provisions. Ambiguities will not be construed against a party solely because that party drafted the language.

19.12 Electronic Signatures and Counterparts

Electronic signatures, click-through acceptance, digital records, and counterparts are valid and enforceable to the fullest extent permitted by law. Each signer represents that the signer is authorized to bind the party identified below. The parties consent to conducting transactions electronically.

20. ACCEPTANCE

This HELIX Master Services Agreement forms part of the HELIX legal framework and is incorporated into the HELIX Customer Service Agreement and other applicable agreements. No separate signature to this Master Services Agreement is required unless expressly agreed in writing by the parties or required by applicable law. Customer acceptance of an applicable HELIX Customer Service Agreement, clickwrap, electronic acceptance, or other legally sufficient acceptance method constitutes acceptance of this Master Services Agreement when incorporated by reference.