Master Service Agreement

These Terms form a Master SaaS Service Agreement (the "Agreement") between NewVine Employment Group, LLC and any of its parent companies, subsidiaries, affiliated entities, entities under common control, successors, and assigns (collectively, "VINE AI," "VINE," "Company," "we," "us") and the customer entity purchasing or using the Services ("Client," "Customer," "you"). By clicking "Subscribe," "I agree," "continue," or a similarly named button, completing checkout through our payment processor, enrolling in a subscription through any self-service billing portal made available by Company, signing an Order Form, creating an account, logging into the Service, or using the Services, you agree to this Agreement.

DEFINITIONS

1.1 "Service(s)" refers to the VINE AI talent pipeline services and any related software-enabled services provided by Company as described in the applicable Order Form and/or plan description.

1.2 "Client Data" means all electronic data or information submitted by Client or made available to Company in connection with the Services, including role requirements and candidate-related information.

1.3 "Order Form" means the ordering documents, checkout confirmation, invoice, subscription confirmation, quote, statement of work, or other ordering mechanism (including online checkout through our payment processor or subscription enrollment through our billing portal) that sets forth the plan, term, fees, billing frequency, and start date.

1.4 "Subscription Term" means the period during which Client has agreed to subscribe to the Service, consisting of the Initial Term plus any renewal period(s).

1.5 "Deliverables" means the outputs and work product described for the selected plan (e.g., candidate profiles/shortlists, reporting summaries, workflow execution outputs), excluding Company's underlying processes, automation logic, templates, prompts, configurations, algorithms, and know-how.

1.6 "Outputs" means data, reports, analytics, insights, recommendations, candidate-related information, or other informational outputs generated by or through the Service based on Client Data or other inputs.

1.7 "Confidential Information" means non-public information disclosed by one party to the other, including pricing, systems, workflows, business information, and any technical or commercial information that is marked or reasonably should be understood as confidential.

1.8 Order of Precedence. If there is a conflict between this Agreement and an Order Form, the Order Form controls solely as to commercial terms (plan, fees, term length, start date), and this Agreement controls for all other matters.

SAAS SERVICES; SCOPE; LICENSE GRANT

2.1 License Grant. Subject to this Agreement and payment of applicable fees, Company grants Client a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Subscription Term for Client's internal business purposes only.

2.2 Service Description; No Placement Guarantee. The Service is intended to support Client's hiring efforts through technology-enabled sourcing and engagement workflows and delivery of plan-specific Deliverables and Outputs.

No Guarantee of Hiring Outcomes. Client acknowledges recruiting outcomes depend on factors outside Company's control, including labor market conditions, compensation competitiveness, candidate responsiveness, third-party platform limitations, and Client's interview/decision timelines. Company does not guarantee that any role will be filled, any hiring timeline will be met, any response rate will be achieved, or any candidate will accept an offer. The Service is designed to support pipeline creation and candidate identification and is not a guarantee of placement or hiring results.

2.3 Account Registration; Credentials. As part of the registration process, Client may be required to create accounts and credentials for access to the Service. Client is responsible for maintaining the confidentiality and security of account credentials and for all activities that occur under its accounts. Company reserves the right to refuse registration of, or cancel credentials it reasonably deems inappropriate, unlawful, or security-risky.

FEES & PAYMENT TERMS

3.1 Fees. Client shall pay all fees specified in the applicable Order Form. Except as otherwise stated in an Order Form: (i) fees are based on the plan purchased and not actual usage, (ii) payment obligations are non-cancelable during the Initial Term and fees paid are non-refundable, and (iii) the subscription may not be canceled for convenience during the Initial Term.

3.2 Payment; Recurring Billing Authorization. Client agrees to provide a valid payment method accepted by Company (credit card, debit card, or other method supported by our payment processor). All fees are due in advance on a monthly basis and will be automatically charged on the billing date stated in the Order Form for each billing cycle during the Subscription Term. Client is responsible for keeping payment information current.

3.3 Upgrades and Downgrades (Plan Changes). Client may request upgrades or downgrades between available plans. Approved plan changes take effect at the start of the next billing cycle unless otherwise stated in the Order Form. Fees are not prorated unless expressly stated in the Order Form.

3.4 Failed Payments; Retries; Fees; Suspension. If any payment is declined, fails, or is not received when due, Company may (a) retry the charge, (b) assess reasonable administrative fees and any payment processor or bank fees incurred, and/or (c) suspend the Service until all past-due amounts are paid. Fees continue to accrue during suspension, and Client remains responsible for all amounts due under the Subscription Term.

3.5 No Setoff; No Refunds. Client may not withhold, offset, or reduce payments for any reason. Except as required by law or expressly stated in an Order Form, all fees are non-refundable.

3.6 Charge Disputes. Client will notify Company of any disputed charge within thirty (30) days of the charge date and cooperate in good faith to resolve the dispute. Client agrees to reimburse Company for payment processor fees and reasonable administrative costs incurred due to reversals or charge disputes to the extent the charge dispute is not resolved in Client's favor.

3.7 Taxes. Client is responsible for all applicable taxes, duties, and similar governmental assessments, excluding taxes based on Company's net income.

TERM, TERMINATION & RENEWAL

4.1 Term of Agreement. This Agreement commences on the Effective Date and continues until all Subscription Terms have expired or have been terminated in accordance with this Agreement.

4.2 Subscription Term (Initial Term). The initial subscription term shall be for a period of three (3), six (6), or twelve (12) months as selected by Client in the applicable Order Form (the "Initial Term").

4.3 Renewal. Upon expiration of the Initial Term, the subscription will automatically renew on a month-to-month basis unless either party provides written notice of non-renewal at least fifteen (15) days prior to the next billing date, or Client non-renews through any self-service billing portal made available by Company.

4.4 No Cancellation During Initial Term. Cancellation by Client for convenience is not permitted during the Initial Term. After the Initial Term, Client may non-renew effective at the end of the then-current billing cycle by providing timely notice as described above.

4.5 Termination for Cause. A party may terminate this Agreement for cause: (i) upon ten (10) days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period; or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. If Company terminates due to Client's uncured breach or non-payment, all amounts due through the end of the Initial Term become immediately due and payable.

4.6 Data Retrieval After Termination. Upon termination or expiration, Company will make Client Data available for export or retrieval for thirty (30) days upon request, if reasonably feasible. After that, Company may delete Client Data in the ordinary course, unless legally required to retain it.

SERVICE AVAILABILITY; SUPPORT

5.1 Service Availability (No SLA Credits). Company will use commercially reasonable efforts to make the Service available; however, Client acknowledges that the Service may be impacted by third-party platforms and providers. Planned maintenance may occur from time to time. No service credits, refunds, or rebates apply for downtime unless expressly stated in an Order Form.

5.2 Support. Company will provide reasonable support through the channels and hours described on Company's support page or otherwise communicated to Client. Response times are estimates and not guarantees unless expressly stated in an Order Form.

RESTRICTIONS AND RESPONSIBILITIES

6.1 Restrictions. Client will not, directly or indirectly: (a) reverse engineer, decompile, disassemble, or attempt to discover the underlying structure, ideas, know-how, algorithms, or automation logic of the Service; (b) modify, translate, or create derivative works based on the Service except as expressly permitted; (c) use the Service for timesharing, service bureau purposes, or for the benefit of any third party; (d) remove proprietary notices or labels; (e) scrape, harvest, extract, or systematically collect data from the Service, or use automated means to access or reproduce any portion of the Service; (f) copy features or functions of the Service or use the Service to build or support a competing product or service; (g) use Deliverables or Outputs for list brokering, resale, spam campaigns, deceptive outreach, or unlawful communications; or (h) use any Deliverables, Outputs, or other data derived from the Service to create, train, test, or improve any machine learning or AI system without Company's prior written consent.

6.2 Customer Responsibilities. Client is responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use the Service. Client is responsible for maintaining the security of its systems, accounts, passwords, and files, and for all uses of Client's accounts with or without Client's knowledge or consent.

6.3 Compliance. Client represents and warrants that it will use the Service in compliance with all applicable laws and third-party platform policies, including anti-spam and anti-harassment rules. Company may monitor or review usage for security and compliance purposes and may suspend or prohibit usage it reasonably believes violates this Agreement.

CLIENT DATA; SECURITY; PRIVACY; OUTPUTS

7.1 Ownership; License. As between Company and Client, Client exclusively owns all rights, title, and interest in and to all Client Data. Client grants Company a limited, non-exclusive license to use Client Data solely for the purpose of providing and improving the Services under this Agreement.

7.2 Security Safeguards. Company will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Client Data in Company's control.

7.3 Outputs; Customer Responsibility. Client represents it has all rights and permissions necessary to provide inputs and Client Data to the Service. Client is responsible for evaluating the accuracy, completeness, legality, and appropriateness of all Outputs for its intended use and for its hiring decisions and employment actions. Outputs are informational and do not constitute legal, HR, or compliance advice.

7.4 Service Data; De-Identified Data. Company may create, collect, and analyze data relating to the provision, use, and performance of the Service, including aggregated or de-identified data derived from Client Data and Service interactions ("Service Data"), and may use such Service Data to operate, improve, and enhance the Service and related offerings. Company will not disclose Client's Confidential Information in identifiable form except as permitted under this Agreement.

7.5 Client Compliance Responsibilities. Client is responsible for: (a) providing any required notices and obtaining any consents for Client Data used in Client's hiring and recruiting activities; (b) compliance with laws applicable to its hiring decisions and employment actions; and (c) evaluating candidates and outputs for accuracy and suitability. Company does not make hiring decisions.

CONFIDENTIALITY; PROPRIETARY RIGHTS

8.1 Confidentiality. Each party will protect the other party's Confidential Information using at least a reasonable degree of care and may use it only to perform obligations under this Agreement. The receiving party may disclose Confidential Information to its employees, contractors, and professional advisors who have a legitimate need to know and are bound by confidentiality obligations no less restrictive than those herein.

Confidentiality obligations do not apply to information that is publicly available without breach, independently developed without use of Confidential Information, rightfully received from a third party without restriction, or required to be disclosed by law (provided the receiving party gives prompt notice where legally permitted).

8.2 Proprietary Rights. Company owns and retains all right, title, and interest in and to the Service and all underlying software, technology, documentation, processes, templates, workflows, automation logic, prompts, configurations, and know-how used to provide the Service ("Company Materials"). Client is granted a license to use the Service; no ownership is transferred.

DISCLAIMER OF WARRANTIES

9.1 Professional Performance. Company will perform the Services in a professional and workmanlike manner consistent with commercially reasonable standards.

9.2 DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. COMPANY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR MEET CLIENT'S REQUIREMENTS.

9.3 No Hiring Guarantee. Company does not guarantee that any specific number of roles will be filled or that any specific hiring timelines will be met. The Service is designed to support pipeline creation and candidate identification and is not a placement guarantee.

LIMITATION OF LIABILITY

10.1 No Consequential Damages. In no event shall Company or its parent companies, subsidiaries, affiliates, partners, licensors, service providers, suppliers, officers, directors, employees, contractors, agents, or representatives be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, or data, arising out of or related to this Agreement, even if advised of the possibility of such damages.

10.2 Liability Cap. In no event shall Company's aggregate liability arising out of or related to this Agreement exceed the total amount paid by Client to Company for the Services in the three (3) months preceding the event giving rise to the claim.

INDEMNIFICATION

11.1 By Client. Client will indemnify, defend, and hold harmless Company and its parent companies, subsidiaries, affiliates, partners, licensors, service providers, suppliers, successors and assigns, and each of their respective officers, directors, employees, contractors, agents, and representatives (collectively, the "Company Indemnified Parties") from and against any third-party claims, demands, suits, or proceedings arising out of or related to: (a) Client's hiring decisions, employment actions, workplace conduct, compensation practices, or compliance obligations relating to candidates or hires; (b) Client Data or Client's breach of its representations under this Agreement; or (c) Client's use of the Service in violation of law or third-party platform policies; except to the extent caused by Company's gross negligence or willful misconduct.

11.2 Procedure. The indemnified party will provide prompt notice of any claim and reasonable cooperation. The indemnifying party will control the defense and settlement of the claim, provided that no settlement admits fault or imposes obligations on the indemnified party without its prior written consent.

THIRD-PARTY PLATFORMS; ACCEPTABLE USE

Client acknowledges the Service may rely on third-party platforms and tools (including email, outreach, ATS/CRM systems, and social platforms) that are subject to availability, policy changes, rate limits, deliverability factors, throttling, account restrictions, or enforcement actions. Company is not responsible for third-party outages, policy changes, enforcement actions, or restrictions not caused by Company's gross negligence or willful misconduct. Client may not use the Service to violate any law, regulation, or third-party platform policy.

NON-SOLICITATION (TEAM PROTECTION)

During the Subscription Term and for twelve (12) months thereafter, Client will not directly solicit for employment or independent contractor engagement any employee or contractor of Company who materially worked on Client's account, except through general solicitations not targeted at such personnel. This restriction will not prohibit hiring a person who responds to a non-targeted general solicitation.

FORCE MAJEURE

Neither party will be liable for delay or failure to perform due to causes beyond its reasonable control, including acts of God, labor disputes, internet/service provider failures, governmental actions, or third-party platform outages.

CHANGES TO THESE TERMS (PUBLIC HOSTING)

Company may update this Agreement from time to time by posting an updated version at its published terms URL and updating the "Last Updated / Effective Date." Changes apply to new purchases and renewals occurring after the effective date, and as otherwise permitted by law. If Client does not agree, Client must not purchase new Services and must non-renew prior to the next renewal.

GOVERNING LAW & DISPUTE RESOLUTION

This Agreement shall be governed by the laws of the State of Florida, without regard to its conflict of laws provisions. Any dispute arising out of this Agreement shall be resolved in the state or federal courts located in Broward County, Florida, and each party consents to jurisdiction and venue there.

MISCELLANEOUS

17.1 Independent Contractors. The parties are independent contractors.

17.2 Assignment. Client may not assign without Company's prior written consent. Company may assign to an affiliate or successor in interest.

17.3 Entire Agreement. This Agreement and all Order Forms constitute the entire agreement and supersede all prior discussions regarding the subject matter.

17.4 Severability. If any provision is unenforceable, the remainder will remain in effect.

17.5 Waiver. No waiver is effective unless in writing and signed by the waiving party.

17.6 Fees of Enforcement. In any action to enforce rights under this Agreement, the prevailing party will be entitled to recover reasonable attorneys' fees and costs. Client will reimburse Company for reasonable costs of collection related to overdue amounts.

17.7 Electronic Acceptance. Clicking "Subscribe," "I agree," "continue," completing checkout through our payment processor, enrolling through any self-service billing portal, signing electronically, creating an account, logging in, or using the Service constitutes acceptance of this Agreement.

17.8 Notices. Notices must be in writing and will be deemed given when: (i) delivered personally; (ii) confirmed delivered by email to the addresses on file; (iii) one business day after being sent by recognized overnight courier; or (iv) upon receipt if sent by certified mail. Notices to Company must be sent to the address listed on Company's terms page.

17.9 Survival. Sections that by their nature should survive termination will survive, including payment obligations accrued, confidentiality, proprietary rights, warranty disclaimers, limitation of liability, indemnification, non-solicitation, and miscellaneous provisions.