Amendment to Master Services Agreement

(a) Firstly, by removing the existing 16(b) entirely and replacing it with the following: “Customer agrees to indemnify, hold harmless and defend Supplier, its affiliates and any of their respective officers, directors, employees, agents, successors and permitted assigns from and against all costs, damages and expenses arising out of or on account of any violation of Section 1 (Restrictions), Section 14(a) (Customer Data), Section 15 (Artificial Intelligence) or Section 23(o) (Acknowledgement of Negative Option Terms) by Customer.”

(b) Secondly, by removing the first paragraph of the existing Section 18 and replacing it with the following: “EXCEPT FOR LIABILITY ARISING (I) FROM CUSTOMER’S BREACH OF SECTION 2 (RESTRICTIONS), (II) UNDER SECTION 16 (INDEMNIFICATION) OR ANY OTHER INDEMNIFICATION OBLIGATIONS OF CUSTOMER UNDER THIS AGREEMENT, OR (III) FOR PERSONAL INJURY OR DEATH CAUSED BY NEGLIGENCE, (IV) FRAUD OR FRAUDULENT MISREPRESENTATION:”.

(c) Thirdly, a new subsection shall be added at the end of the existing Section 24, forming the new 24(o) as follows: “Acknowledgement of Negative Option Terms. Customer is solely responsible for its compliance with all applicable laws, rules and regulations in connection with Customer’s use of the Subscription Services, including, as applicable, all laws, rules and regulations regarding consumer protection, automatic renewal, negative options, and subscription programs (“Applicable Laws”).  Customer represents, warrants and covenants that: (i) Customer shall comply with all Applicable Laws in connection with its use of the Subscription Services; (ii) Customer shall obtain all necessary and legally required consents from its end users in connection with any Customer-provided offerings and the Subscription Services; and (iii) Customer shall provide to its end users all legally required disclosures in a clear and conspicuous manner and otherwise in accordance with Applicable Laws. Customer acknowledges that Supplier may offer templates, recommendations, guidance, or suggestions relating to the Subscription Services that do not constitute legal advice. Customer shall indemnify, defend and hold harmless Supplier and its affiliates and their respective officers, directors, employees, agents and representatives from and against any and all third-party claims or legal actions of whatever nature and all related losses, expenses, damages, costs, liabilities (including reasonable attorneys’ fees and expenses) with respect to such third-party claim arising out of or in connection with Customer’s breach of this Section 24(o).”

(d) Finally, the below language shall be added as the new Section 15. Accordingly, existing Section 15 shall be renumbered as Section 16, existing Section 16 shall be renumbered as Section 17, and each subsequent Section shall be renumbered sequentially. All references in the Existing Agreement (including, without limitation, cross-references within the Existing Agreement) to the affected Sections shall be deemed revised to refer to such Sections as so renumbered in accordance with this Section 2:

Artificial Intelligence

(a) General

(i) The below terms apply to and govern the use of any generative artificial intelligence (“AI”) features or products provided or made available, directly or indirectly, to the Customer by the Supplier as part of the Subscription Services or as standalone products (the “AI Tools”). Customer acknowledges that the use of such AI Tools shall be subject to the terms and conditions of this Agreement, and specifically, this Section 16.
(ii) In the event of a conflict between the terms of this Section 16 and the remainder of this Agreement, the terms of this Section 16 shall prevail.

(b) Third Party Solutions

(i) Many of the AI Tools offered by the Supplier are powered by third-party AI solutions. Customer agrees that Supplier has no control over the quality or performance of such third party AI Solutions, and the data submitted to the AI Tools may be stored, transmitted, and processed by such third-party service provider.
(ii) Customer agrees that Supplier has no involvement in the processes or practices that such third party vendors use when handling any Customer Data.
(iii) Supplier makes no assurances and disclaims all liability and responsibility regarding, (a) the quality, accuracy and/or performance of any such third-party AI solutions; and/or (b) the ability of the providers of such third-party AI solutions to adequately and successfully protect the privacy and/or confidentiality of any of Customer Data.

(c) Use of the AI Tools

(i) Customer may use the AI Tools for their internal operations in accordance with this Agreement, and the use of the AI Tools is subject to the Customer’s compliance with any and all applicable laws in addition to the terms of this Agreement.
(ii) Customer is prohibited from and may not at any time share or input any confidential, proprietary, or sensitive information in the AI Tools. Customer may not at any time share or input any sensitive personal information (as regulated by applicable federal, state and local data privacy, data protection and data security laws, rules and regulations), including, without limitation, any protected health information, and non-public personal information, any consumer health information, information that could be used to access an email or other account (whether or not in combination with account user name), social security number, payment card information, biometric data or identifiers, race, ethnicity, sexual orientation, religious or philosophical beliefs, or any other information considered sensitive or could lead to a substantial risk of harm to the individual if improperly disclosed.

(d) Inputs and Outputs

(i) Customer is solely responsible for the inputs it provides in the AI Tools (including, without limitation, any information Customer provides and the questions Customer asks in the AI Tools). By providing any inputs in the AI Tools, Customer gives Supplier, its affiliates and service providers the right to use such input to provide the AI Tools, to comply with law, and to enforce policies of Supplier, its affiliates or service providers, including this Section 16. Customer further represents and warrants that it has all necessary rights and permissions to share and input such information into the AI Tools for Supplier, its affiliates and service providers to use for such purposes.
(ii) Customer understands and agrees that as between Customer and Supplier, all outputs of the AI Tools are exclusively owned by Supplier and Customer shall not create derivative works, reproduce, modify, adapt or distribute such outputs, in each case, whether in whole or any part thereof, without the express written consent of Supplier.
(iii) Customer understands and agrees that the AI Tools software and AI Tools outputs are the confidential information of Supplier and agree to not disclose or permit any third party to access the AI Tools software or disclose any of the AI Tools outputs to anyone without the prior express written consent of Supplier. Customer agrees to only use the AI Tools outputs for purposes of using the Subscription Services offered by Supplier and in strict accordance with this Agreement. Customer, not Supplier, shall be solely responsible for any liability arising from Customer’s breach of this Section.

(e) Indemnification

(i) Notwithstanding anything else contained in this Agreement, Customer agrees to indemnify, defend and hold harmless Supplier and its affiliates from any and all claims, losses, damages, liabilities, costs, or expenses (including, without limitation, attorneys’ fees) arising from Customer’s use of the AI Tools or any violation of these Terms.

(f) No Reliance

(i) Supplier and its affiliates hereby disclaim any and all warranties, express or implied or statutory, OF ANY KIND, INCLUDING, BUT NOT limited to, any warranties regarding the accuracy, reliability, or completeness of any information provided in the AI Tools OR THE AVAILABILITY OF THE AI Tools.
(ii) The AI Tools are not a substitute for professional advice, including but not limited to legal, medical, financial, technical or other professional advice.
(iii) The AI Tools is provided “as is” on an “as available” basis without any warranties of any kind whatsoever.
(iv) Customer should use discretion before relying on or using content provided by the AI Tools.  The AI Tools may sometimes provide unreliable, inaccurate or incomplete content.

(g) Privacy. Customer’s use of the AI Tools may be subject to Supplier’s privacy policy to the extent Customer provides the AI Tools with any personal information.

This Amendment will become effective as of January 1st, 2026. All of the terms and provisions of the Existing Agreement are and will remain in full force and effect and are hereby ratified and confirmed by the Parties. Without limiting the generality of the foregoing, the amendments contained herein will not be construed as an amendment to or waiver of any other provision of the Existing Agreement or as a waiver of or consent to any further or future action on the part of either Party that would require the waiver or consent of the other Party. On and after the Effective Date, each reference in the Existing Agreement to “this Agreement,” “the Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference to the Existing Agreement in any other agreements, documents, or instruments executed and delivered pursuant to, or in connection with, the Existing Agreement, will mean and be a reference to the Existing Agreement as amended by this Amendment.

Each Party hereby represents and warrants to the other Party that:

(a) It has all necessary corporate power and authority to enter into this Amendment and to perform its obligations hereunder and under the Existing Agreement as amended by this Amendment.

(b) The execution of this Amendment by the individual whose signature is set forth at the end of this Amendment on behalf of such Party, and the delivery of this Amendment by such Party, have been duly authorized by all necessary corporate action on the part of such Party.

(c) This Amendment has been executed and delivered by such Party and (assuming due authorization, execution, and delivery by the other Party hereto) constitutes the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms.

(d) EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THE EXISTING AGREEMENT AND IN THIS SECTION 4 OF THIS AMENDMENT, (A) NEITHER PARTY HERETO NOR ANY PERSON ON SUCH PARTY’S BEHALF HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, AND (B) EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY THE OTHER PARTY, OR ANY OTHER PERSON ON SUCH OTHER PARTY’S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION 4.

(a) Governing Law. This Amendment is governed by and construed in accordance with the same laws as those set out in the Existing Agreement.

(b) Successors and Assigns. This Amendment is binding upon and shall enure to the benefit of the Parties hereto and their respective permitted successors and permitted assigns.

(c) Headings. The headings in this Amendment are for reference only and do not affect the interpretation of this Amendment.
(d) Counterparts. This Amendment may be executed in counterparts, each of which is deemed original, but all of which together constitutes one and the same agreement. Delivery of an executed counterpart of this Amendment electronically or by facsimile shall be effective as delivery of an original executed counterpart of this Amendment.

(e) Entire Agreement. This Amendment constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

(f) Costs and Expenses. Each Party shall pay its own costs and expenses in connection with this Amendment (including the fees and expenses of its advisors, accountants, and legal counsel).