MASTER SUBSCRIPTION AGREEMENT

(the "Agreement")

1. Subscription & Access

1.1 Subscription. Subject to the terms herein, Provider grants Customer a non-exclusive, non-transferable right to access and use the SaaS Services described in the Order Form during the Subscription Term.
1.2 Authorized Users. Customer may permit its employees, contractors, and Affiliates to use the Services, provided they comply with this Agreement. Customer is responsible for their actions.
1.3 Usage Limits. Usage is subject to the limitations specified in the Order Form (e.g., seats, transactions, API calls).

2. Platform Features & AI Functionality

2.1 AI Components. Provider's Services may include artificial intelligence or machine learning features ("AI Features"). Provider shall document AI use cases, data inputs, and outputs in Schedule AI-1.
2.2 Training Data. Provider will not use Customer Data to train generalized AI models without Customer's explicit, written consent. Any permitted training shall follow the safeguards in Section 9 and the AI Annex.
2.3 Explainability & Controls. Provider shall provide documentation describing model logic, limitations, and human oversight options. Customer may disable AI Features where feasible.
2.4 Prohibited Uses. Customer shall not use AI Features for automated decision-making that produces legal or similarly significant effects without compliance with applicable laws, including New York City Local Law 144 (automated employment decision tools) where applicable.
2.5 New York AI Compliance. Provider shall comply with applicable New York AI regulations, including Local Law 144 requirements for bias audits of automated employment decision tools, and shall support Customer's compliance with same where Customer uses AI Features for employment-related decisions.

3. Implementation & Support

3.1 Implementation Services. Provider will deliver implementation, configuration, and onboarding assistance as described in Schedule PS-1.
3.2 Support. Provider shall offer support in accordance with the Support Policy in Schedule SUP-1.
3.3 Service Levels. Provider guarantees uptime, response, and resolution targets stated in Schedule SLA-1. Service credits apply per Section 7.3.

4. Fees & Payment

4.1 Fees. Customer shall pay the fees set forth in the Order Form. Except as expressly stated, fees are non-refundable.
4.2 Invoices. Fees are invoiced [IN ADVANCE/ARREARS] and due within [DAYS] days. Late payments accrue interest at [RATE] or the maximum permitted under New York General Obligations Law Section 5-501 and Banking Law Section 14-a (currently 16% per annum for most commercial transactions).
4.3 Taxes. Fees exclude taxes; Customer is responsible for applicable taxes other than Provider's income taxes.
4.4 Suspension. Provider may suspend Services for unpaid amounts after [DAYS] days' notice.

5. Proprietary Rights

5.1 Ownership. Provider retains all rights in the Services, Documentation, and underlying technology. Customer retains all rights in Customer Data.
5.2 License to Customer Data. Customer grants Provider a limited license to process Customer Data solely to provide the Services and support obligations.
5.3 Feedback. Provider may use Feedback to improve the Services, provided no Customer Confidential Information is disclosed.

6. Customer Obligations

6.1 Acceptable Use. Customer shall not (a) reverse engineer the Services; (b) bypass security controls; (c) upload malicious code; or (d) use the Services in violation of law.
6.2 Data Accuracy. Customer is responsible for the accuracy, content, and legality of Customer Data.
6.3 Credentials. Customer shall maintain the confidentiality of access credentials and promptly notify Provider of unauthorized use.

7. Warranties & Service Credits

7.1 Performance Warranty. Provider warrants the Services will perform materially as described in the Documentation.
7.2 Malware Warranty. Provider warrants the Services will be free from viruses or malicious code at delivery.
7.3 Service Credits. If uptime falls below the thresholds in Schedule SLA-1, Provider will issue service credits or permit termination for chronic failure.
7.4 Disclaimer. Except as expressly provided, the Services are provided "AS IS." TO THE EXTENT PERMITTED BY NEW YORK LAW, PROVIDER DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8. Confidentiality

8.1 Confidential Information. Each Party shall protect the other Party's Confidential Information using reasonable safeguards.
8.2 Exceptions. Confidential Information excludes data that is public, known prior to disclosure, independently developed, or obtained from a third party without breach.
8.3 Compelled Disclosure. A Party may disclose Confidential Information pursuant to law, after giving notice if permitted.
8.4 Return/Destruction. Upon termination, each Party shall return or destroy Confidential Information, except for archival copies subject to ongoing confidentiality obligations.
8.5 Trade Secrets. Trade secret claims governed by applicable New York common law and the Defend Trade Secrets Act (18 U.S.C. Section 1836 et seq.).

9. Data Protection, Security & AI Governance

9.1 Data Processing Agreement. The Parties shall execute the Data Processing Agreement attached as Schedule DPA-1.
9.2 Security Program. Provider maintains administrative, physical, and technical safeguards aligned with recognized frameworks (e.g., ISO 27001, SOC 2).
9.3 AI Governance. Provider shall perform AI impact assessments, monitor model performance, and implement safeguards against bias and hallucinations. Provider will promptly notify Customer of material AI incidents.
9.4 Customer Responsibilities. Customer shall configure the Services consistent with its regulatory obligations and maintain appropriate internal controls.
9.5 New York Privacy and Security Compliance. Provider shall comply with New York SHIELD Act (N.Y. Gen. Bus. Law Section 899-bb), including:
- Implementing and maintaining reasonable safeguards (administrative, technical, and physical);
- Providing breach notification within required timeframes;
- Maintaining records of security program elements.
9.6 NYC Local Law 144 Compliance. If AI Features are used for automated employment decision tools, Provider shall:
- Conduct or facilitate annual bias audits by independent auditors;
- Make bias audit summaries publicly available;
- Support Customer's candidate/employee notice requirements.
9.7 Regulatory Alignment. The Parties shall cooperate to address mandatory AI and cybersecurity requirements, including EU AI Act obligations already in force, national NIS2 implementing laws applicable to the Services, and New York-specific AI regulations.

10. Mutual Indemnification

10.1 By Provider. Provider shall indemnify Customer against third-party claims alleging the Services infringe intellectual property rights or arise from Provider's breach of Section 9.
10.2 By Customer. Customer shall indemnify Provider against claims arising from Customer Data or Customer's breach of the Acceptable Use Policy.
10.3 Procedures. The indemnified Party must provide prompt notice, allow the indemnifying Party control of defense, and cooperate reasonably.
10.4 New York Standards. Indemnification governed by New York General Obligations Law Section 5-322.1 where applicable to construction-related services.

11. Limitation of Liability

Except for (a) indemnification obligations; (b) breaches of confidentiality; (c) violation of data protection obligations; or (d) amounts payable under Section 12, each Party's aggregate liability is limited to [MULTIPLE] times the fees paid in the twelve (12) months preceding the claim. Neither Party is liable for indirect, incidental, or consequential damages to the extent permitted by New York law. Liability caps do not apply to gross negligence, willful misconduct, or violations of New York law where limitation is prohibited.

12. Export Control, Sanctions & Compliance

Each Party shall comply with applicable export control, sanctions, anti-corruption, and cybersecurity laws. Customer shall not permit access from embargoed jurisdictions or prohibited parties. Compliance with New York State Finance Law Section 139-j and 139-k (procurement lobbying) where applicable to government contracts.

13. Term & Termination

13.1 Term. This Agreement begins on the Effective Date and continues until all Order Forms expire or are terminated.
13.2 Termination for Cause. Either Party may terminate for material breach if not cured within [DAYS] days after written notice.
13.3 Termination for Convenience. Customer may terminate future renewals by giving [DAYS] days' notice prior to the renewal date.
13.4 Effect of Termination. Upon termination, Customer shall cease use of the Services and pay outstanding fees; Provider shall make Customer Data available for export for [DAYS] days.

14. General Provisions

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. Pursuant to N.Y. Gen. Oblig. Law Section 5-1401, the parties agree that New York law shall govern this Agreement notwithstanding that the transaction may have contacts with other jurisdictions.
14.2 Venue. Exclusive jurisdiction and venue shall be in the state or federal courts located in [New York County (Manhattan) / Kings County / Westchester County], New York.
14.3 Jury Waiver. TO THE FULLEST EXTENT PERMITTED BY NEW YORK LAW, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL FOR ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT, PURSUANT TO N.Y. C.P.L.R. SECTION 4102.
14.4 Additional Terms. Include clauses on notices, assignment, subcontracting, force majeure, publicity, and order of precedence. This Agreement shall be interpreted without application of rules of construction that favor or disfavor any party as the drafter.

Schedules & Exhibits

• Schedule OF-1: Order Form Template
• Schedule SLA-1: Service Level Agreement
• Schedule SUP-1: Support Policy
• Schedule PS-1: Professional Services Statement of Work
• Schedule DPA-1: Data Processing Agreement
• Schedule AI-1: AI Feature Description & Controls
• Schedule SEC-1: Security Controls and Compliance Certificates

IN WITNESS WHEREOF, the Parties execute this Agreement as of the Effective Date.