Master Service Agreement

"Authorized Users" means Customer's employees, contractors, and agents who are authorized by Customer to access and use the Services under Customer's account.

"Customer Content" means all data, information, materials, and content that Customer or Authorized Users submit, upload, transmit, or otherwise make available to or through the Services, including brand names, product information, website URLs, competitive parameters, prompts, queries, and business data.

"Documentation" means Relevant's user guides, technical documentation, and other materials describing the functionality and use of the Services, as updated from time to time.

"Order Form" means an ordering document, statement of work, or online order submitted by Customer that specifies the Services to be provided, subscription term, fees, and other terms specific to that order. Each Order Form is incorporated into and governed by this Agreement.

"Outputs" means content, recommendations, reports, analyses, AI-optimized content, and other materials generated by the Services in response to Customer's use and inputs.

"Personal Data" means any information relating to an identified or identifiable natural person, as defined under applicable data protection laws.

"Services" means Relevant's AI discovery optimization platform, including monitoring, optimization, and managed services as described in the Documentation and applicable Order Form, and any related support services.

"Subscription Period" or "Term"** means the period during which Customer has a valid subscription to the Services, as specified in the applicable Order Form.

"Telemetry" means anonymized, aggregated usage data, analytics, metrics, and technical information about Customer's use of the Services that does not identify Customer, Authorized Users, or any natural persons.

‍

3.1 Customer Responsibilities

Customer represents, warrants, and covenants that:

Ownership and Rights: Customer owns or has all necessary rights, licenses, consents, and permissions to provide Customer Content to Relevant and to grant the rights described in this Agreement.

Compliance: Customer Content and Customer's use of the Services comply with:

• All applicable laws, regulations, and industry standards
• Our Acceptable Use Policy
• Third-party terms (AI platform policies, e-commerce platform terms, etc.)
• Data protection and privacy laws (GDPR, CCPA, PIPEDA, etc.)

Accuracy: Customer is solely responsible for the accuracy, quality, integrity, legality, and appropriateness of Customer Content.

Consents: Customer has obtained all necessary consents, authorizations, and legal bases to:

• Collect and provide Personal Data included in Customer Content
• Allow Relevant to process such data as described in this Agreement
• Share data with third-party service providers necessary for service delivery

Prohibited Content: Customer Content does not and will not:

• Violate any person's rights (IP, privacy, publicity, etc.)
• Contain malicious code, viruses, or harmful materials
• Violate applicable laws or regulations
• Include prohibited content as described in our Acceptable Use Policy

3.2 License from Customer

Customer grants Relevant a worldwide, non-exclusive, royalty-free, fully paid-up license during the Term to:

Service Delivery: Use, store, process, copy, modify, transmit, and display Customer Content solely as necessary to:

• Provide the Services as described in this Agreement
• Generate Outputs in response to Customer's use
• Maintain, support, and improve the Services
• Comply with applicable laws and legal obligations

Service Improvement: Create and use Telemetry for:

• Analytics and benchmarking
• Service improvement and development
• Research and product development
• Creating aggregated industry insights

Important Limitation: Relevant does not and will not use specific Customer Content to train third-party AI models (such as OpenAI's GPT or Anthropic's Claude). Customer's specific brand data, prompts, and queries are used solely to provide Services to Customer and to create anonymized Telemetry.

This license terminates upon deletion of Customer Content or termination of this Agreement, except for:

• Telemetry (which Relevant may retain and use indefinitely)
• Data required for legal, regulatory, or accounting purposes
• Data in backup systems (deleted within 180 days of termination)

3.3 Outputs and Ownership

Outputs: Relevant generates Outputs in response to Customer's use of the Services, including:

• AI-optimized content (articles, product descriptions, etc.)
• Recommendations and strategic guidance
• Reports and analytics
• Competitive intelligence data
• Schema markup suggestions

Ownership: As between Relevant and Customer:

• Customer owns Outputs generated specifically for Customer's account
• Relevant retains all rights to underlying methodologies, algorithms, templates, frameworks, and tools used to generate Outputs
• Outputs may incorporate third-party data and publicly available information

License to Customer: Subject to Customer's compliance with this Agreement, Relevant grants Customer a perpetual, worldwide, non-exclusive, royalty-free license to use, modify, and incorporate Outputs into Customer's business materials and operations.

Limitations on Outputs:

• Outputs are generated by AI systems and may contain errors, inaccuracies, or incomplete information
• Customer is solely responsible for reviewing, verifying, and approving Outputs before use
• Relevant does not guarantee the accuracy, completeness, reliability, or suitability of Outputs for any particular purpose
• Outputs should supplement, not replace, Customer's own business judgment and expertise
• Customer must ensure Outputs comply with applicable laws and regulations before publication or use

3.4 Data Security

Customer is responsible for:

• Maintaining secure access credentials
• Controlling and managing Authorized User access
• Implementing reasonable security measures for systems accessing the Services
• Promptly notifying Relevant of any suspected security breach

Relevant will implement and maintain reasonable administrative, technical, and physical safeguards to protect Customer Content, including:

• Encryption of data in transit (TLS 1.2+) and at rest
• Access controls and authentication requirements
• Regular security assessments and monitoring
• Incident response procedures
• Employee security training

3.5 Data Backup and Recovery

Relevant maintains regular backups of Customer Content. However:

• Customer is solely responsible for maintaining independent backups of Customer Content
• Relevant's backup systems are for disaster recovery purposes only
• Relevant does not guarantee the ability to recover specific data at specific points in time
• Data restoration may take several business days

Customer should regularly export and backup Customer Content using export features provided in the Services.

3.6 Data Retention and Deletion

During Term: Relevant retains Customer Content as long as it is stored in Customer's account or as necessary to provide the Services.

After Termination: Upon termination or expiration:

• Customer may export Customer Content for 30 days following termination
• Relevant will delete or anonymize Customer Content within 90 days of termination, except:
  
  • Data required for legal, regulatory, or accounting compliance
  • Telemetry and anonymized data
  • Data in backup systems (deleted within 180 days)

Deletion Requests: Customer may request deletion of specific Customer Content at any time by contacting support@getrelevant.ai. Relevant will process deletion requests within 30 days.

‍

5.1 Subscription Fees

Customer agrees to pay all fees specified in the applicable Order Form. Unless otherwise specified:

Monitor Plan: $250 USD per month Optimize Plan: $500 USD per month
Managed Plan: Custom pricing as specified in Order Form

Fees are based on the subscription tier, number of brands/products monitored, number of Authorized User seats, and any additional services purchased.

5.2 Billing and Payment Terms

Billing Frequency:

• Monthly subscriptions are billed monthly in advance on the subscription start date
• Annual subscriptions are billed annually in advance and receive a 16.67% discount (equivalent to 2 months free)

Payment Method: Customer must provide valid payment information (credit card or approved payment method). Payment is processed through Relevant's payment processor, Stripe.

Automatic Renewal: Subscriptions automatically renew at the end of each billing period unless Customer cancels before the renewal date.

Currency: All fees are in United States Dollars (USD) unless otherwise specified in an Order Form.

Payment Due Date: Fees are due and payable upon invoice or automatic charge, with no grace period unless otherwise specified in an Order Form.

5.3 Payment Failures

If payment fails for any reason:

• Relevant will attempt to process payment up to 3 times over 15 days
• Customer will be notified of failed payment attempts
• Access to the Services may be suspended after 15 days of non-payment
• The account may be terminated if payment remains unsuccessful after 30 days
• Customer remains liable for all unpaid fees plus reasonable collection costs

5.4 Late Payments

Unpaid invoices accrue interest at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is less) from the due date until paid in full.

5.5 Taxes

All fees are exclusive of taxes, duties, levies, tariffs, and similar governmental charges (collectively, "Taxes"). Customer is responsible for all Taxes except those based on Relevant's net income.

If Relevant is required to pay or collect Taxes for which Customer is responsible, Customer will reimburse Relevant or pay such Taxes directly upon invoice.

5.6 Fee Changes

Relevant may change fees for future subscription periods by providing at least 30 days' advance notice. Fee changes take effect at the start of the next billing period following the notice.

If Customer does not agree to a fee increase, Customer may terminate the subscription before the fee increase takes effect.

Fee changes do not apply to Order Forms with specified pricing for a committed term.

5.7 Upgrades and Downgrades

Upgrades: Customer may upgrade to a higher subscription tier at any time:

• New pricing takes effect immediately
• Customer is charged a pro-rated amount for the remainder of the current billing period
• The next full billing period is charged at the new rate

Downgrades: Customer may downgrade to a lower subscription tier:

• Downgrade takes effect at the start of the next billing period
• Customer retains access to current tier features until the end of the current billing period
• No refunds or credits for the unused portion of the current period

Additional Services: Customer may purchase additional brands/products, Authorized User seats, or add-on services mid-period:

• Additional fees are pro-rated for the remainder of the current billing period
• Regular pricing applies for subsequent billing periods

5.8 Refunds and Cancellations

General Policy: All fees are non-refundable except as expressly provided in this Agreement or required by law.

Free Trial Period: If Customer cancels during any applicable free trial period, Customer will not be charged.

Monthly Subscriptions:

• Customer may cancel at any time
• Cancellation takes effect at the end of the current billing period
• No refunds for the current billing period
• Access continues through the end of the paid period

Annual Subscriptions:

• If Customer cancels within 30 days of initial purchase, Customer receives a full refund
• If Customer cancels after 30 days, Customer may receive a pro-rated refund for unused months, minus a $100 administrative fee
• Refunds are at Relevant's sole discretion

For Cause Termination: If Relevant terminates this Agreement due to Customer's breach, no refunds are provided.

Service Failures: If Relevant fails to provide the Services due to circumstances within Relevant's reasonable control, Relevant may, at its sole discretion, provide service credits or pro-rated refunds.

5.9 Expenses

Unless otherwise specified in an Order Form, Customer will reimburse Relevant for reasonable, pre-approved out-of-pocket expenses incurred in providing professional services, including travel, lodging, and meals.

5.10 Payment Disputes

Customer must notify Relevant in writing of any disputed charges within 30 days of the invoice date. Failure to dispute charges within 30 days constitutes acceptance of the charges.

Pending resolution of a good faith payment dispute, Customer must pay all undisputed amounts when due.

‍

6.1 Term

This Agreement commences on the Effective Date and continues until terminated in accordance with this Section 6.

Each Order Form specifies a Subscription Period (e.g., monthly, annual). Unless otherwise specified, subscriptions automatically renew for successive periods of the same duration.

6.2 Termination for Convenience

By Customer:

• Customer may terminate by providing written notice to Relevant
• Monthly subscriptions: Effective at the end of the current billing period
• Annual subscriptions: See Section 5.8 for refund terms

By Relevant:

• Relevant may terminate with 30 days' written notice for any reason
• Customer receives a pro-rated refund of prepaid fees for the unused portion of the Subscription Period

6.3 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if:

Material Breach: The other party materially breaches this Agreement and:

• Fails to cure the breach within 30 days of receiving written notice (or immediately if the breach is not curable), or
• The breach constitutes a repeat violation

Payment Failure: Customer fails to pay undisputed fees within 15 days of written notice

Insolvency: The other party becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors

Legal Requirements: Continuing the Agreement would violate applicable law

Examples of Material Breach by Customer:

• Violation of Section 4.2 (Restrictions) or Section 3.1 (Customer Responsibilities)
• Material violation of the Acceptable Use Policy
• Unauthorized use or disclosure of Relevant's Confidential Information
• Use of the Services in ways that harm Relevant, other customers, or third parties

6.4 Suspension

Relevant may suspend Customer's access to the Services without terminating this Agreement if:

Immediate Risk: Customer's use poses security, legal, or operational risks requiring immediate action

AUP Violations: Customer violates the Acceptable Use Policy

Payment Issues: Customer fails to pay fees when due (after 15-day notice period)

Investigation: Relevant is investigating suspected violations or legal issues

Third-Party Requirements: Required by third-party service providers or legal authorities

Relevant will endeavor to provide advance notice of suspension except where immediate action is necessary. Suspension does not relieve Customer of payment obligations.

6.5 Effect of Termination

Upon termination or expiration of this Agreement:

Customer Obligations:

• Immediately cease all use of the Services and Documentation
• Pay all outstanding fees and expenses incurred through the termination date
• Return or destroy all Relevant Confidential Information (upon request)

Relevant Obligations:

• Provide Customer with 30 days to export Customer Content (if termination is not for Customer's breach)
• Delete or anonymize Customer Content within 90 days (except as specified in Section 3.6)
• Refund any prepaid fees for unused services (if termination is not for Customer's breach)

Data Deletion: See Section 3.6 for data retention and deletion procedures.

6.6 Survival

The following sections survive termination or expiration of this Agreement:

• Section 3.2 (License from Customer - for retained data)
• Section 3.3 (Outputs and Ownership)
• Section 4 (Proprietary Rights)
• Section 5 (Fees and Payment - for amounts owed)
• Section 6.5 (Effect of Termination)
• Section 7 (Warranties and Disclaimers)
• Section 8 (Limitation of Liability)
• Section 9 (Confidentiality)
• Section 11 (Indemnification)
• Section 12 (General Provisions)

‍

7.1 Mutual Warranties

Each party represents and warrants that:

• It has the legal power and authority to enter into this Agreement
• Execution and performance of this Agreement does not violate any other agreement or obligation
• It will comply with all applicable laws and regulations

7.2 Customer Warranties

Customer represents and warrants that:

• It owns or has all necessary rights to Customer Content
• Customer Content and Customer's use of the Services do not and will not violate any laws, regulations, or third-party rights
• Customer has obtained all necessary consents to provide Personal Data to Relevant

7.3 Relevant Warranties

Relevant warrants that:

• It will provide the Services in a professional and workmanlike manner
• The Services will materially conform to the Documentation
• It has implemented reasonable security measures to protect Customer Content

If the Services fail to materially conform to this warranty, Customer's exclusive remedy is:

• For Managed Plan: Reasonable efforts to correct the non-conformity, or
• For other plans: Service credit equal to the pro-rated fees for the period of non-conformity

Customer must report warranty claims within 30 days of discovering the issue.

7.4 Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 7.3, THE SERVICES AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE."

TO THE MAXIMUM EXTENT PERMITTED BY LAW, RELEVANT DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING:

• WARRANTIES OF MERCHANTABILITY
• FITNESS FOR A PARTICULAR PURPOSE
• NON-INFRINGEMENT
• TITLE
• QUALITY, ACCURACY, OR RELIABILITY OF OUTPUTS
• UNINTERRUPTED OR ERROR-FREE OPERATION
• THAT DEFECTS WILL BE CORRECTED
• FREEDOM FROM VIRUSES OR HARMFUL COMPONENTS

SPECIFIC DISCLAIMERS:

No Guarantee of Results: Relevant does not warrant or guarantee:

• Specific placement, ranking, or visibility in AI system responses
• Any level of traffic, conversions, revenue, or business results
• That AI systems will mention or recommend Customer's brand or products
• Accuracy or completeness of competitive intelligence data
• That Outputs will meet Customer's specific requirements or expectations

Third-Party Services: Relevant does not warrant the availability, performance, reliability, or security of third-party services (AI platforms, cloud infrastructure, etc.) on which the Services depend.

Beta Features: Beta Features are provided with no warranties whatsoever and are excluded from all warranty commitments.

Some jurisdictions do not allow exclusion of implied warranties, so the above exclusions may not apply to you. In such jurisdictions, warranties are limited to the maximum extent permitted by law.

‍

8.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY:

• INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES
• LOST PROFITS, REVENUE, OR BUSINESS OPPORTUNITIES
• LOSS OF USE, DATA, GOODWILL, OR BUSINESS INTERRUPTION
• COST OF PROCUREMENT OF SUBSTITUTE SERVICES
• REPUTATIONAL HARM OR LOSS

This exclusion applies regardless of:

• The legal theory (contract, tort, negligence, strict liability, or otherwise)
• Whether the party was advised of the possibility of such damages
• Whether such damages were reasonably foreseeable

8.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF:

For Managed Plan Customers: The total fees paid by Customer to Relevant in the 12 months immediately preceding the event giving rise to liability

For Monitor and Optimize Plan Customers: The total fees paid by Customer to Relevant in the 6 months immediately preceding the event giving rise to liability, or $1,000 USD, whichever is greater

8.3 Exceptions to Limitations

The limitations in Sections 8.1 and 8.2 do not apply to:

Unlimited Liability:

• Either party's indemnification obligations under Section 11
• Customer's payment obligations under Section 5
• Either party's breach of Section 9 (Confidentiality)
• Customer's breach of Section 4.2 (Restrictions) or violation of Relevant's intellectual property rights
• Either party's gross negligence or willful misconduct
• Liability that cannot be limited or excluded by applicable law
• Death or personal injury caused by a party's negligence

8.4 Essential Purpose

These limitations reflect the allocation of risk between the parties and are essential elements of the basis of the bargain between the parties. The Services would not be provided without these limitations.

8.5 Multiple Claims

The existence of multiple claims or causes of action does not enlarge or extend the liability limits. All claims are subject to the aggregate liability cap.

‍

9.1 Definition of Confidential Information

"Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") that:

• Is marked as "confidential," "proprietary," or similar designation, or
• Would reasonably be considered confidential given the nature of the information and circumstances of disclosure

Relevant's Confidential Information includes: The Services, Documentation, technical specifications, algorithms, methodologies, source code, trade secrets, business plans, pricing, customer lists, and security measures.

Customer's Confidential Information includes: Customer Content (unless publicly available), business strategies, financial information, and other non-public business information.

9.2 Exclusions

Confidential Information does not include information that:

• Was known to the Receiving Party prior to disclosure, free of confidentiality obligations
• Is or becomes publicly available through no breach by the Receiving Party
• Is independently developed by the Receiving Party without reference to the Confidential Information
• Is rightfully received from a third party without confidentiality obligations
• Is approved for release by written authorization of the Disclosing Party

9.3 Obligations

The Receiving Party shall:

Protect: Use at least the same degree of care to protect Confidential Information as it uses for its own confidential information of similar nature, but in no event less than reasonable care.

Limit Access: Limit access to Confidential Information to employees, contractors, and agents who:

• Have a legitimate need to know
• Are bound by confidentiality obligations at least as protective as this Agreement

Not Disclose: Not disclose Confidential Information to any third party without the Disclosing Party's prior written consent, except as permitted in this Agreement.

Not Use: Use Confidential Information solely for the purposes of performing obligations or exercising rights under this Agreement.

Secure: Implement reasonable security measures to prevent unauthorized access, use, or disclosure.

9.4 Permitted Disclosures

The Receiving Party may disclose Confidential Information:

Service Providers: To service providers and subcontractors who require access to perform services under this Agreement, provided they are bound by confidentiality obligations at least as protective as this Agreement.

Legal Requirements: If required by law, regulation, court order, or government authority, provided the Receiving Party (if legally permitted):

• Promptly notifies the Disclosing Party in writing
• Cooperates with the Disclosing Party's efforts to seek protective measures
• Discloses only the minimum information required

Professional Advisors: To attorneys, accountants, and other professional advisors bound by professional confidentiality obligations.

9.5 Return or Destruction

Upon termination of this Agreement or upon request by the Disclosing Party, the Receiving Party shall:

• Return or destroy all Confidential Information in its possession or control
• Certify in writing the completion of such return or destruction
• Except: Information that must be retained for legal, regulatory, or compliance purposes, which remains subject to confidentiality obligations

Confidential Information in backup systems may be retained until such backups are purged in the ordinary course of business.

9.6 Injunctive Relief

The Receiving Party acknowledges that breach of this Section 9 may cause irreparable harm for which monetary damages are an inadequate remedy. The Disclosing Party is entitled to seek injunctive or equitable relief (without posting bond) in addition to all other available remedies.

9.7 Duration

Confidentiality obligations survive termination of this Agreement and continue for:

• Trade Secrets: As long as the information qualifies as a trade secret under applicable law
• Other Confidential Information: Five (5) years from the date of disclosure

‍

10.1 Compliance with Data Protection Laws

Both parties agree to comply with all applicable data protection and privacy laws, including but not limited to:

• General Data Protection Regulation (GDPR)
• California Consumer Privacy Act (CCPA) / California Privacy Rights Act (CPRA)
• Personal Information Protection and Electronic Documents Act (PIPEDA)
• Other applicable state, provincial, and federal privacy laws

10.2 Roles and Responsibilities

Data Controller/Business: Customer is the data controller (under GDPR) or business (under CCPA) with respect to Personal Data included in Customer Content.

Data Processor/Service Provider: Relevant is the data processor (under GDPR) or service provider (under CCPA) with respect to Personal Data processed on behalf of Customer.

Independent Controllers: Each party is an independent controller with respect to Personal Data it collects directly (e.g., account information, contact details).

10.3 Data Processing Terms

The parties' data processing obligations are further set forth in the Data Processing Agreement (DPA), which is incorporated into this Agreement by reference and available at getrelevant.com/terms or upon request.

Key DPA terms include:

• Permitted purposes and scope of processing
• Security measures and safeguards
• Subprocessor disclosure and authorization
• Data subject rights assistance
• Data breach notification procedures
• International data transfer mechanisms
• Audit rights

10.4 Customer Obligations

Customer shall:

• Provide all required privacy notices to data subjects
• Obtain all necessary consents and legal bases for processing Personal Data
• Ensure it has the right to transfer Personal Data to Relevant
• Comply with all data subject access, correction, and deletion requests
• Not submit sensitive personal data (health information, financial account numbers, social security numbers) without Relevant's prior written consent

10.5 Relevant Obligations

Relevant shall:

• Process Personal Data only as instructed by Customer and as necessary to provide the Services
• Implement and maintain appropriate security measures
• Assist Customer in responding to data subject requests (to the extent feasible)
• Notify Customer of data breaches affecting Personal Data within 72 hours of discovery
• Not use Personal Data for purposes other than providing the Services
• Not sell or share Personal Data (as defined under CCPA)

10.6 Subprocessors

Relevant may engage subprocessors to assist in providing the Services. Current subprocessors include cloud hosting providers (AWS, Supabase), AI service providers (OpenAI, Anthropic), payment processors (Stripe), communication services (Resend, Fireflies), and analytics services.

A current list of subprocessors is available upon request at privacy@getrelevant.ai. Relevant will notify Customer at least 30 days before engaging new subprocessors. Customer may object within 30 days if the new subprocessor does not provide adequate data protection.

10.7 Data Transfers

Customer acknowledges that Relevant and its subprocessors may transfer Personal Data to countries outside Customer's jurisdiction, including the United States.

For transfers of Personal Data from the EEA, UK, or Switzerland to countries without an adequacy decision, Relevant relies on:

• Standard Contractual Clauses approved by the European Commission (included in the DPA)
• Other approved transfer mechanisms as applicable

10.8 Data Retention and Deletion

See Section 3.6 for data retention and deletion procedures.

‍

11.1 Customer Indemnification

Customer shall defend, indemnify, and hold harmless Relevant and its affiliates, officers, directors, employees, agents, and contractors from and against any and all third-party claims, actions, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

Customer Content: Claims that Customer Content infringes or violates any intellectual property rights, privacy rights, or other rights of third parties.

Customer's Use: Customer's use or misuse of the Services, including:

• Violations of this Agreement or the Acceptable Use Policy
• Violations of applicable laws or regulations
• Unauthorized use or disclosure of third-party information
• Actions of Authorized Users

Customer's Business: Customer's products, services, business practices, marketing, or customer relationships.

Data Protection: Claims arising from Customer's violation of data protection laws or failure to obtain necessary consents.

11.2 Relevant Indemnification

Relevant shall defend, indemnify, and hold harmless Customer and its affiliates, officers, directors, employees, and agents from and against any third-party claims that the Services, when used in accordance with this Agreement, infringe or violate such third party's intellectual property rights.

Relevant's Remedies: If Relevant believes the Services may infringe, or if an injunction is obtained, Relevant may, at its option and expense:

1. Obtain the right for Customer to continue using the Services;
2. Modify the Services to be non-infringing while maintaining substantially equivalent functionality;
3. Replace the Services with non-infringing alternatives; or
4. Terminate the affected Services and refund prepaid fees for the unused portion of the Subscription Period.

Exclusions: Relevant has no indemnification obligation for claims arising from:

• Modification of the Services by anyone other than Relevant
• Combination of the Services with third-party products, content, or services
• Use of the Services in violation of this Agreement or Documentation
• Customer Content or Outputs
• Beta Features or services provided on a no-charge or trial basis
• Use of non-current versions if infringement would be avoided by using the current version

11.3 Indemnification Procedures

To receive indemnification, the indemnified party must:

Prompt Notice: Promptly notify the indemnifying party in writing of the claim (delay does not waive indemnification unless it materially prejudices the defense).

Control: Grant the indemnifying party sole control of the defense and settlement of the claim.

Cooperation: Provide reasonable cooperation and assistance in the defense (at the indemnifying party's expense for out-of-pocket costs).

No Admission: Not admit liability, settle, or compromise the claim without the indemnifying party's prior written consent.

Settlement Restrictions: The indemnifying party may not settle any claim in a manner that:

• Admits liability on behalf of the indemnified party
• Imposes obligations or restrictions on the indemnified party
• Requires payment by the indemnified party

Without the indemnified party's prior written consent.

11.4 Sole Remedy

THIS SECTION 11 STATES THE INDEMNIFYING PARTY'S SOLE LIABILITY AND THE INDEMNIFIED PARTY'S EXCLUSIVE REMEDY FOR THIRD-PARTY INFRINGEMENT CLAIMS.

‍

12.1 Entire Agreement

This Agreement, including all Order Forms, the DPA, Privacy Policy, and Acceptable Use Policy, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior or contemporaneous agreements, proposals, negotiations, representations, or understandings, whether written or oral.

Order of Precedence: In the event of conflict:

1. Signed Order Form (for that specific order only)
2. This Master Service Agreement
3. Data Processing Agreement
4. Privacy Policy and Acceptable Use Policy

12.2 Amendments

This Agreement may be modified only by:

• A written amendment signed by authorized representatives of both parties (for material terms), or
• Updated posted terms with notice as described in Section 12.3 (for non-material terms)

Order Forms may not modify or waive any terms of this Agreement unless explicitly stated and signed by both parties.

12.3 Changes to Standard Terms

Relevant may update standard terms (pricing for new customers, service features, policies) by posting changes on the website. For material changes affecting existing customers:

• Relevant will provide at least 30 days' advance notice
• Changes take effect at the start of Customer's next renewal period
• Customer may terminate before the renewal date if Customer does not agree to changes

12.4 Assignment

Customer may not assign, transfer, or delegate this Agreement or any rights or obligations without Relevant's prior written consent. Any attempted assignment without consent is void.

Relevant may assign this Agreement without restriction, including:

• To affiliates or subsidiaries
• In connection with a merger, acquisition, reorganization, or sale of substantially all assets

This Agreement binds and benefits the parties' permitted successors and assigns.

12.5 Subcontractors

Relevant may use subcontractors and service providers to fulfill its obligations, provided:

• Relevant remains responsible for subcontractor performance
• Subcontractors are bound by obligations consistent with this Agreement
• Use of subcontractors does not increase Customer's obligations or decrease Relevant's responsibilities

12.6 Force Majeure

Neither party is liable for delays or failures in performance resulting from causes beyond its reasonable control, including:

• Acts of God (earthquakes, floods, fires, storms, pandemics)
• War, terrorism, riots, civil unrest, or acts of government
• Labor disputes, strikes, or lockouts
• Internet, telecommunications, or utility failures
• Third-party service provider failures or breaches
• Cyberattacks, denial of service attacks, or security incidents

The affected party must:

• Notify the other party promptly
• Use reasonable efforts to mitigate the impact
• Resume performance as soon as reasonably practicable

If force majeure continues for more than 60 days, either party may terminate the affected Order Form upon written notice.

12.7 Independent Contractors

The parties are independent contractors. This Agreement does not create a partnership, joint venture, employment, agency, franchise, or representative relationship. Neither party has authority to bind the other or incur obligations on the other's behalf.

12.8 No Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties and does not confer any rights upon any third party, except:

• Indemnified parties under Section 11
• Permitted successors and assigns

12.9 Notices

All notices must be in writing and will be deemed given when:

• Delivered personally or by courier with confirmation
• Three (3) business days after being sent by certified or registered mail
• One (1) business day after being sent by email (if not bounced or rejected)

Notice Addresses:

To Customer: The email and mailing address provided in the Order Form or account registration

To Relevant:
Relevant Labs, Inc.
131 Continental Dr, Suite 305
Newark, Delaware 19713
Email: legal@getrelevant.ai

Either party may update its notice address by providing written notice to the other party.

Routine communications and operational notices may be provided through the Services dashboard or Customer's account email.

12.10 Waiver

No waiver of any provision of this Agreement is effective unless in writing and signed by the waiving party. Waiver of any breach or default does not constitute waiver of any other breach or default or of the provision itself.

12.11 Severability

If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions remain in full force and effect. The invalid provision will be modified to the minimum extent necessary to make it valid and enforceable while reflecting the parties' original intent.

12.12 Governing Law

This Agreement is governed by the laws of the Province of British Columbia, Canada, and the federal laws of Canada applicable therein, without regard to conflict of law principles.

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

12.13 Dispute Resolution

Informal Resolution: Before initiating formal proceedings, the parties agree to attempt to resolve disputes through good faith negotiation for 30 days.

Jurisdiction: Subject to Section 12.14, any legal action arising out of this Agreement shall be brought exclusively in the courts located in Vancouver, British Columbia, Canada. Each party irrevocably consents to the jurisdiction and venue of such courts.

Equitable Relief: Nothing in this section prevents either party from seeking injunctive or equitable relief in any court of competent jurisdiction to protect intellectual property rights or Confidential Information.

12.14 Arbitration (U.S. Customers Only)

For Customers located in the United States: If informal resolution fails, either party may initiate binding arbitration.

Arbitration Rules:

• Administered by JAMS under its Comprehensive Arbitration Rules and Procedures
• One arbitrator mutually agreed upon by the parties, or appointed by JAMS
• Held in Vancouver, British Columbia, or via videoconference
• Conducted in English
• Each party bears its own costs and attorneys' fees unless the arbitrator awards costs to the prevailing party
• Arbitrator's decision is final and binding
• Judgment on the award may be entered in any court of competent jurisdiction

Exceptions: The following may be brought in court without arbitration:

• Claims for injunctive or equitable relief regarding intellectual property or Confidential Information
• Small claims court actions (if requirements are met)
• Emergency relief to prevent immediate and irreparable harm

Class Action Waiver: DISPUTES MUST BE BROUGHT ON AN INDIVIDUAL BASIS ONLY. NEITHER PARTY MAY BRING CLAIMS AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, REPRESENTATIVE, OR COLLECTIVE ACTION. The arbitrator may not consolidate claims or conduct class arbitration.

12.15 Limitation Period

Any claim arising out of this Agreement must be filed within one (1) year after the cause of action accrues, or such longer period as may be required by applicable law. Otherwise, the claim is permanently barred.

12.16 Export Compliance

Customer agrees to comply with all applicable export control laws and regulations, including those of the United States and Canada. Customer represents that it is not:

• Located in, or a national or resident of, any country subject to U.S. or Canadian government embargo or sanctions
• Identified on any government list of prohibited or restricted parties
• Subject to export restrictions that would prohibit use of the Services

12.17 Government End Users

If Customer is a U.S. government entity or using the Services on behalf of the U.S. government, the Services constitute "commercial computer software" and "commercial computer software documentation" as defined in FAR 12.212 and DFARS 227.7202. Use, reproduction, and disclosure are subject to the terms of this Agreement.

12.18 Publicity

Neither party may issue press releases or make public announcements regarding this Agreement without the other party's prior written consent (not to be unreasonably withheld).

Notwithstanding the foregoing, Relevant may:

• Identify Customer as a customer in customer lists, case studies, or marketing materials (with Customer's consent)
• Include general, non-confidential information about the relationship in promotional materials

Customer may revoke consent for use of its name or logo by providing 30 days' written notice.

12.19 Survival

Sections that by their nature should survive termination or expiration of this Agreement will survive, including Sections 3.2, 3.3, 4, 5 (for amounts owed), 6.5, 7.4, 8, 9, 10 (for data retention periods), 11, and 12.

12.20 Counterparts

This Agreement and Order Forms may be executed in counterparts, each of which is deemed an original and together constitute one and the same instrument. Electronic signatures are valid and binding.

12.21 Language

This Agreement is drafted in English. Any translation is for convenience only. In the event of conflict between English and translated versions, the English version controls.

12.22 Interpretation

• Headings are for convenience and do not affect interpretation
• "Including" means "including but not limited to"
• "E.g." and "for example" are illustrative and not limiting
• Singular includes plural and vice versa unless context requires otherwise
• "Or" is not exclusive unless context requires otherwise
• "May" indicates discretion; "shall" and "will" indicate requirements

12.23 Contact Information

For questions regarding this Agreement:

General Inquiries:
Email: support@getrelevant.ai
Phone: 415-529-6193

Legal Matters:
Email: legal@getrelevant.ai

Data Protection:
Email: privacy@getrelevant.ai

‍

Signatures

By executing an Order Form or clicking "I Agree" or similar button, the parties agree to be bound by this Master Service Agreement.

RELEVANT LABS, INC.

By: ___________________________
Name: _________________________
Title: _________________________
Date: _________________________

CUSTOMER

By: ___________________________
Name: _________________________
Title: _________________________
Date: _________________________

‍