Spara, Inc.

MASTER SERVICES AGREEMENT

This Master Services Agreement (this “Agreement”) is entered into on this ________ (the “Effective Date”) by and between Spara, Inc. (the “Company”) and the customer listed below (“Customer”).  This Agreement includes and incorporates the below order form and any future order form entered into between the parties (each, an “Order Form”) and the Terms and Conditions attached hereto as Exhibit A (the “Terms and Conditions”). In the event of different or conflicting terms, the terms and conditions of this Order Form shall take precedence over the Terms and Conditions but solely with respect to the services performed under such Order Form or if otherwise expressly specified in such Order Form. 

Last updated: September 19, 2025

TERMS AND CONDITIONS 

1. DEFINITIONS 

1.1 “Authorized User” means any person who is authorized by Customer to access and use the Service.  Any individual using Customer’s access credentials or creating an account from an invitation sent by Customer will be presumed to be authorized by Customer unless Customer notifies the Company that such individual is not authorized.  

1.2 “Confidential Information” means all business, technical or third party information of a party, including trade secrets, know-how, processes, pricing and financial data, software and documentation, which are provided, disclosed, or made available to the other party under this Agreement that is either identified, orally or in writing, as confidential or would be understood to be confidential by a reasonable person under the circumstances of disclosure. 

1.3 “Service” means the platform subscribed to by Customer as set forth in an Order Form, together with all tools, functionalities and technologies available thereon (including any API, software or other service offered by the Company in connection therewith) and all updates and upgrades thereto, all as made available through the Company’s website at www.spara.co (or any successor site).  

2. SERVICE ACCESS; RESTRICTIONS 

2.1 Implementation.  Customer will provide assistance and/or information as reasonably requested by the Company in connection with implementing Customer’s access to the Service.  Without limiting the generality of the foregoing, Customer is responsible for (a) providing Company access to relevant personnel with knowledge regarding the Company’s revenue operations, sales and marketing, (b) providing sales collateral and training guides regarding the Customer’s products and services, and (c) granting all necessary consents necessary for the Company to integrate with Customer’s relevant customer relationship management platform. The Company will be excused from meeting specified deadlines or performing specified responsibilities to the extent the Company’s delays or failures are caused by Customer’s delays or failures in providing the Company with reasonable cooperation or access to information or documentation necessary for the performance of the Company’s implementation services.   

2.2 Access to the Service.  Subject to the terms of this Agreement and the applicable Order Form(s), the Company hereby grants Customer a non-exclusive right to access and use the Service solely for Customer’s internal business purposes during the Term. 

2.3 Usage Restrictions.  Customer will not, and will not permit its Authorized Users or any third party to: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, or underlying structure, ideas, know-how or algorithms relevant to the Service (except to the extent such restrictions are contrary to applicable law); (b) modify, translate, copy, or create derivative works based on the Service; (c) use the Service for timesharing or service bureau purposes or otherwise for the benefit of a third party (other than Authorized Users and Buyers); (d) use the Service to create or develop a competitive product or service; (e) attempt to gain unauthorized access to the Service or make the Service available to anyone other than its Authorized Users; (f) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs through the Service; (g) interfere with or disrupt the integrity or performance of the Service; (h) circumvent, remove, alter or thwart any technological measure or content protections of the Service; (i) use any spider, crawler, scraper or other automatic device, process or software that intercepts, mines, scrapes, extracts or otherwise accesses the Service to monitor, extract, copy or collect information or data from or through the Service; or (j) otherwise use the Service except as expressly permitted herein. 

2.4 Authorized Users.  As part of the registration process, Customer will identify an administrative user name and password for Customer’s account.  Customer may use the administrative user name and password to create accounts for additional Authorized Users.  Authorized Users are not permitted to share their accounts with any other person or entity.  Customer agrees that it is responsible for ensuring that it and its Authorized Users maintain the confidentiality of their account information and its Authorized Users comply with this Agreement.  Customer acknowledges that it is solely responsible for any liabilities arising from (a) an Authorized User’s non-compliance with this Agreement and (b) any activity that occurs through an Authorized User’s account.  Although the Company has no obligation to monitor Customer’s use of the Service, the Company may do so and may prohibit any use of the Service it believes may be in violation of this Agreement. 

2.5 Modifications.  The Company may modify, amend, alter, supplement or replace the Service from time to time, in whole or in part, without any notice to Customer; provided that the Company will use reasonable efforts to provide Customer written notice if the Company believes that any modification, amendment, alteration, supplement or replacement will cause a material adverse effect on Customer’s access or use of the Service.  Customer agrees that its entry into this Agreement is not contingent on the Company developing, delivering or otherwise making available any future functionality or features of the Service, or dependent on any oral or written public comments made by the Company regarding future functionality or features of the Service. 

2.6 Service Availability.  The Company will use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week except for any unavailability due to (a) emergency or planned downtime, (b) force majeure events or other circumstances beyond the Company’s reasonable control, (c) misuse of the Service, or (d) a Third Party Service (including Customer’s or its service providers’ equipment, software, or other technology). 

2.7 Support.  Customer support for the Service can be reached at support@spara.co. The Company will use commercially reasonable efforts to respond to Customer requests within two business days.   

2.8 Third Party Services.  The Service contains certain features and functionalities that integrate and/or interoperate with certain third party products, services or applications, such as Customer’s selected customer relationship management platform (the “Third Party Services”).  All use of Third Party Services are subject to the applicable terms of the provider of such Third Party Service.  The Company is not responsible for any Third Party Service, including for the availability or reliability of a Third Party Service, or the accuracy or completeness of information shared by or available through such Third Party Service, or the privacy practices of the provider of such Third Party Service. 

2.9 Service Limits.  Customer’s access and use of the Service are subject to the usage limits set forth on the applicable Order Form.  If Customer exceeds any such usage limit, then Customer will either (a) reduce its usage to conform to the applicable limit or (b) execute a new Order Form for additional usage of the applicable Service.  In either case, Customer shall be responsible for paying any excess usage fees. 

2.10 AI-Generated Output. You acknowledge and agree that information, recommendations, suggestions or other output (collectively, “Output”) generated and returned by the Service to Buyers are generated using third party artificial intelligence (“AI”) tools.  The Company does not and cannot manually review Output before it is returned to Buyers.  In addition to the limitations and restrictions set forth in this Agreement, there are numerous limitations that apply with respect to artificial intelligence (AI)-generated Output due to the fact that it is automatically generated, including that (a) it may contain errors or misleading information, (b) AI systems are based on predefined rules and algorithms that lack the ability to think creatively and come up with new ideas and can result in repetitive or formulaic content, (c) AI systems can struggle with understanding the nuances of language, including slang, idioms, and cultural references, which can result in Output that is out of context or does not make sense, (d) AI systems do not have emotions and cannot understand or convey emotions in the way humans can, which can result in Output that lacks the empathy and emotion that humans are able to convey, (e) AI systems can perpetuate biases that are present in the data used to train them, which can result in Output that is discriminatory or offensive, (f) AI systems can struggle with complex tasks that require reasoning, judgment and decision-making, and (g) AI-generated Output can lack the personal touch that comes with content created by humans, which can make it seem cold and impersonal.  Additionally, Customer acknowledges that AI systems require large amounts of data to train and generate content, and accordingly, if Customer provides data that is inaccurate or incomplete, such data will negatively impact the accuracy and quality of the generated Output.  Customer agrees that it is responsible for evaluating, and bearing all risks associated with, the use of any Output.   

3. DATA 

3.1 License to Customer Data.  Customer is solely responsible for all data, content, information, and other materials uploaded, posted or otherwise provided to or through the Service by Customer and its Authorized Users, including all data regarding Buyers (the “Customer Data”).  Customer is responsible for (a) the accuracy, quality and legality of Customer Data, and (b) the means by which Customer acquired Customer Data. Customer represents and warrants that Customer has provided all necessary and appropriate notices and opt-outs (including to Buyers), and has obtained all necessary and appropriate consents, approvals and rights to collect, process, use, store, enhance and disclose the Customer Data and allow the Company to use, store, disclose and otherwise process such Customer Data as contemplated by this Agreement. Customer hereby grants the Company a non-exclusive, royalty-free, fully-paid worldwide license (with the right to sublicense to the Company’s subcontractors performing services for the Company and to third party service providers used by the Company in providing the Service) to access, use, reproduce and create derivative works of all Customer Data to (i) provide the Service and any related Support Services or Professional Services to Customer during the Term and (ii) to improve and enhance the Service and for other development, diagnostic and corrective purposes in connection with the Service and other Company offerings during and after the Term, including to create artificial intelligence and machine learning models used to support the Service. Furthermore, the Company shall have the right to collect and analyze data and other information relating to Customer’s use and access of the Service (“Usage Data”) and the Company will be free (during and after the Term) to use such Usage Data for any lawful purpose, provided that any disclosure of Usage Data shall be solely in aggregate or other deidentified form. 

3.2 Data Security. The Company employs a number of technical, organizational and physical safeguards designed to protect the Customer Data. However, no security measures are failsafe and the Company cannot guarantee the security of the Customer Data. Accordingly, Customer acknowledges that it bears sole responsibility for adequate security, protection and backup of the Customer Data.  

3.3 No Sensitive Information.  Customer agrees not to use the Service to manage, collect or process sensitive personal information. 

4. PROPRIETARY RIGHTS 

4.1 Company Rights. The Company shall own and retain all right, title and interest in and to the Service, and all improvements, enhancements or modifications thereto, and all intellectual property rights related to any of the foregoing. All rights to the Service not expressly granted under this Agreement are reserved by the Company. 

4.2 Feedback. Customer acknowledges that all suggestions for corrections, changes, additions or modifications to the Service, and any other feedback provided by Customer (collectively, “Feedback”) are the exclusive property of the Company and Customer hereby assigns all rights in and to any Feedback to the Company. 

4.3 Customer Rights. As between the parties, subject to the Company’s rights to use the Customer Data as granted by Customer above, Customer owns all right, title and interest in and to the Customer Data.  

5. PAYMENT OF FEES 

5.1 Payment.  Customer shall pay the fees specified in each Order Form and other applicable fees that may be due hereunder (the “Fees”).  Once per calendar year, and with at least 30 days advance written notice, the Company may increase any Fees set forth on the Order Form.  The Company shall bill Customer through an invoice.  Any charges that Customer disputes must be notified to the Company within thirty (30) days after the invoice, or within such longer period of time as may be required under applicable law.  Full payment for invoices issued in any given month must be received by the Company thirty (30) days after the mailing date of the invoice.  Unpaid Fees are subject to a finance charge of 1.5% per month, or the maximum permitted by law, whichever is lower.  Customer shall be responsible for all taxes associated with its use of the Service other than taxes based on the Company’s net income. 

6. CONFIDENTIALITY 

6.1 Confidential Information.  Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose Confidential Information.  Confidential Information of the Company includes non-public information regarding features, functionality and performance of the Service, pricing terms for the Service and the terms of this Agreement.  The Receiving Party agrees: (a) to use at least the same care and precaution in protecting the Disclosing Party’s Confidential Information as the Receiving Party uses to protect its own proprietary information and trade secrets, but in no event less than a reasonable degree of care and (b) not to use or disclose to any third person any of Disclosing Party’s Proprietary Information except for the Receiving Party’s employees, attorneys, advisors and potential investors who are bound by written agreement to keep such information confidential.  This Section 6 will not apply to the protection of Customer Data, which is subject to the terms of Section 3.2. 

6.2 Exceptions.  The Disclosing Party agrees that the foregoing Section 6.1 shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public, (b) was in its possession or known by it prior to receipt from the Disclosing Party, (c) was rightfully disclosed to it without restriction by a third party or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. 

6.3 Disclosure by Law.  Notwithstanding this Section 6, the Receiving Party may disclose the Confidential Information of the Disclosing Party in the event that the Receiving Party receives a subpoena or other government process that purports to require the production of Confidential Information of the Disclosing Party for use in an action or proceeding, provided that the Receiving Party shall (a) promptly inform the entity issuing such subpoena or other government process of the existence of this Agreement, (b) promptly inform the Disclosing Party of the receipt of such subpoena or other government process and (c) not oppose any effort by the Disclosing Party to quash or limit any such subpoena or other government process.  In the event the Disclosing Party fails to intervene to quash or limit such subpoena or other government process after being given notice and a reasonable opportunity to do so or such intervention fails or is denied by a court of competent jurisdiction, such Confidential Information may be produced; provided, that such Confidential Information shall not lose its confidential status through such use and the Receiving Party shall take all reasonable and necessary steps to maintain the confidentiality of such Confidential Information during such use. 

6.4 Return of Confidential Information.  Upon the request of either party, copies and embodiments of such party’s Confidential Information shall be promptly returned to such party by the Receiving Party or destroyed by the Receiving Party, and the Receiving Party agrees to certify such destruction in writing. 

7. TERM AND TERMINATION 

7.1 Term.  Subject to earlier termination as provided below, this Agreement will commence on the Effective Date and continue for the term as specified on the Order Form and will thereafter be automatically renewed for additional periods of the same duration as the Initial Term (collectively, the “Term”), unless either party provides the other with written notice of non-renewal at least thirty (30) days prior to the end of the then-current Term.  

7.2 Termination for Breach.  During the Initial Term and subsequent renewals, either Party may terminate this Agreement upon written notice if the other party materially breaches any of the terms or conditions of this Agreement and fails to cure such breach within thirty (30) days of notice thereof.  

7.3 Suspension.  Without limiting the Company’s rights under Section 7.2, the Company may immediately suspend access to the Service if Customer breaches this Agreement until such breach is cured.   

7.4 Effects of Termination.  No termination of this Agreement shall affect any rights or liabilities of a party that accrued prior to the date of termination, including any Fees accrued or payable to the Company prior to the effective date of termination.    

7.5 Survival.  The provisions of Sections 1, 3.1, 4, 5, 6, 7.4, 7.5, 8, 9, 10, 11, and 12 shall survive any termination of this Agreement.  

8. REPRESENTATIONS AND WARRANTIES; DISCLAIMER 

8.1 By Both Parties.  Each party represents and warrants to the other party that: (a) it is duly organized, validly existing, and in good standing under the laws of the state of its formation or incorporation and has full right and power to enter into this Agreement and to perform fully all of its obligations hereunder; and (b) it is not party to any other agreements, written or oral, with any third party in conflict herewith. 

8.2 By the Company.  The Company represents and warrants that the Service will operate in conformity with any specifications set forth in writing by the Company in all material respects.  In the event of a breach of the warranty in this Section 8.2, Customer shall notify the Company in writing of the alleged issue, providing details of the problems, and upon confirmation of the issue by the Company, the Company will use commercially reasonable efforts to promptly correct any identified problem or provide work-arounds that address the identified issue to enable the Service to perform in accordance with this limited warranty.  If the Company is unable to correct any identified problem, the Company shall notify Customer and Customer have the right to terminate this Agreement upon thirty (30) days’ written notice to the Company and the Company will refund Customer any pre-paid amounts for periods that have not yet occurred on the date of termination.  The foregoing shall be the Company’s sole obligation and exclusive liability, and Customer’s sole and exclusive remedy, for any breach of the warranty in this Section 8.2.   

8.3 DISCLAIMER.  EXCEPT FOR THE WARRANTIES EXPLICITLY SET FORTH IN THIS SECTION 8, THE SERVICE AND ALL DATA AND INFORMATION PROVIDED BY THE COMPANY ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND.  WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.  THE COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE OR THAT THE QUALITY OF THE SERVICE OR ANY DATA, INFORMATION, OR OTHER MATERIAL  OBTAINED THROUGH USE OF THE SERVICE, WILL MEET CUSTOMER’S EXPECTATIONS.   

9. INDEMNIFICATION 

9.1 By the Company.  The Company will (a) defend harmless Customer from any claim, suit or proceeding (“Claim”) brought against Customer by a third party alleging that the Service infringes any intellectual property right of such third party and (b) indemnify and hold Customer harmless from any damages, losses, expenses, costs or liabilities finally awarded to Customer by a court of competent jurisdiction as a result of such Claim. Notwithstanding the foregoing, the Company will have no obligation under this Section 9.1 or otherwise with respect to any Claim to the extent based upon (i) any unauthorized use, reproduction, or distribution of the Service or any breach of this Agreement by Customer, (ii) any combination of the Service with other products, equipment, software or data not supplied by the Company, (iii) any modification of the Service by any person other than the Company or its authorized agents or contractors or (iv) any activity after the Company has provided Customer with a work around or modification that would have avoided such issue without materially adversely affecting the functionality or availability of the Service (items (i) through (iv), the “Excluded Activities”).  If the Company reasonably believes that all or any portion of the Service, or the use thereof, is likely to become the subject of any infringement Claim, the Company may procure, at the Company’s expense, for Customer the right to continue using the Service in accordance with the terms hereof, replace or modify the allegedly infringing Service to make it noninfringing, or, in the event the preceding is infeasible or not commercially practicable, the Company may, in its sole discretion, terminate this Agreement upon written notice to Customer and the Company will refund Customer any pre-paid amounts for periods that have not yet occurred on the date of termination. This Section 9.1 shall be Customer’s sole and exclusive remedy, and the Company’s sole and exclusive liability, with respect to any infringement claims relating to Customer’s use of the Service.  This Section 9.1 will not apply to any Third Party Service, Output, or use of the Service during a pilot period. 

9.2 By Customer.  Customer will indemnify, defend and hold harmless the Company from any damages, losses, expenses, costs or liabilities incurred by the Company in connection with any Claim brought against the Company by a third party arising from or related to (a) an Excluded Activity, (b) any claim relating to a breach by Customer of its applicable agreement with Buyers; (c) Customer’s use of the Service in breach of the terms of this Agreement.  

9.3 Indemnification Procedures.  A party seeking indemnification under this Section 9 will provide the indemnifying party with prompt written notice of the relevant Claim (provided that the failure to provide prompt notice will only relieve the indemnifying party of its obligations to the extent it is materially prejudiced by such failure) and permit the indemnifying party to control the defense of such Claim.  The indemnified party may employ counsel at its own expense to assist it with respect to such Claim; provided, however, that if such counsel is necessary because the indemnifying party does not assume control, the indemnifying party will be responsible for the expense of such counsel.  The party controlling the defense of a Claim shall keep the other party advised of the status of such Claim and the defense thereof.  Neither party shall have the authority to settle a claim on behalf of the other party. 

LIMITATION OF LIABILITY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR AMOUNTS PAYABLE IN CONNECTION WITH EITHER PARTY’S BREACH OF SECTION 6, AND CUSTOMER’S BREACH OF SECTION 2.3, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ANY PARTY CLAIMING THROUGH THE OTHER PARTY FOR (A) ANY INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL OR 

CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) ARISING OUT OF THIS AGREEMENT OR ANY DELAY OR INABILITY TO USE THE SERVICE OR (B) EXCEPT FOR AMOUNTS PAYABLE BY CUSTOMER, ANY DAMAGES IN EXCESS OF THE AGGREGATE FEES PAID OR PAYABLE TO THE COMPANY HEREUNDER IN THE SIX (6) MONTH PERIOD PRIOR TO THE DATE THE CLAIM FIRST AROSE, IN EACH CASE WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.   

GOVERNMENT MATTERS.  Customer may not remove or export from the United States or allow the export or re-export of the API, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.  As defined in 

FAR section 2.101, the API (including the software, documentation and data related thereto) are “commercial items” and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.”  Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement. 

MISCELLANEOUS. Neither party may assign this Agreement, except with the Company’s prior written consent; provided that either party may assign this Agreement, without the other party’s consent, in connection with a merger or sale of all or substantially all of such party’s assets or stock.  If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.  This Agreement may be amended or modified in whole or in part at any time only by a writing executed by both parties.  This Agreement constitutes the full and entire understanding and agreement of the parties with regard to the subject matter hereof, and supersedes all prior agreements or understandings, written or oral, between the Parties with respect to the subject matter hereof. This Agreement and any dispute arising hereunder shall be governed by the laws of the State of New York without regard to the conflicts of law provisions thereof.  All disputes arising out of or in connection with this Agreement shall be settled by arbitration in New York, New York before a neutral single arbitrator, whose decision will be final and binding and the arbitral proceedings will be administered by JAMS under its Comprehensive Arbitration Rules and Procedures then in effect.  Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.  The parties undertake to keep confidential all awards in their arbitration, together with all materials in the proceedings created for the purpose of the arbitration and all other documents produced by another party in the proceedings not otherwise in the public domain, save and to the extent that disclosure may be required of a party by legal duty, to protect or pursue a legal right or to enforce or challenge an award in legal proceedings before a court or other judicial authority.  Notwithstanding the foregoing, either party hereto shall be entitled to seek injunctive or equitable relief from a court of competent jurisdiction without the necessity of posting bond or proving actual damages.  Without limiting anything herein, and except for Customer’s payment obligations, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including, but not limited to, governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, epidemics, pandemics and power failures. For all purposes under this Agreement each party shall be and act as an independent contractor and shall not bind nor attempt to bind the other to any contract.  Any notices in connection with this Agreement will be in writing and sent, if to Customer, to the address specified on the Order Form, and if to the Company, to Spara, Inc. 7 World Trade Center, 39^th Floor, New York, NY 10007, or in each case such other address as may be properly specified by written notice hereunder.   

Email: info@spara.co