Master Services Agreement

Advisory & Platform Services

1. DEFINITIONS

"Advisory Services" means the AI strategy consulting, implementation guidance, and related professional services described in the applicable Statement of Work.

"Authorized Users" means Client's employees and contractors who are authorized by Client to access the Platform under this Agreement.

"Client Data" means all data, content, and information that Client or its Authorized Users upload, enter, or transmit through the Platform, including Contact Data, CRM records, documents, and communications.

"CAIO Bridge" means the CAIO growth and operations platform, including all features, modules, integrations, and agent capabilities made available to Client under the applicable Service Tier.

"Confidential Information" means non-public information disclosed by either Party to the other in connection with this Agreement, including business plans, financial data, technical information, client lists, pricing, strategies, and proprietary methodologies.

"Contact Data" means information about third parties that Client stores or processes through the Platform, including prospects, leads, and customer records.

"Deliverables" means work product specifically created for Client under a Statement of Work, such as strategy documents, implementation plans, playbooks, and custom configurations.

"Generated Content" means content produced by the Platform's AI features based on Client inputs, including drafted emails, social posts, research dossiers, and call summaries.

"Managed Services" means third-party tool subscriptions and integrations that CAIO procures and manages on Client's behalf as part of the Service Tier, such as email sending infrastructure, enrichment credits, or automation tools.

"CAIO IP" means CAIO's pre-existing and independently developed intellectual property, including the Platform, CAIO Bridge software, agent architectures, module frameworks, workflows, methodologies, training materials, templates, playbooks, skills libraries, and any general knowledge, techniques, or know-how developed or refined during the course of providing Services.

"Platform" means CAIO Bridge and all related tools, dashboards, and interfaces provided by CAIO.

"Service Tier" means the specific level of Advisory Services and Platform access selected by Client, as set forth in the applicable Statement of Work.

"Session Recordings" means audio, video, or transcript recordings of advisory meetings, consulting sessions, onboarding calls, and similar engagements between CAIO and Client personnel.

"Statement of Work" or "SOW" means a document referencing this Agreement — whether generated through the Platform's subscription flow or separately executed — that describes the specific Services, Service Tier, fees, timeline, and deliverables for an engagement.

2. SERVICES

2.1 Scope

CAIO shall provide Advisory Services and Platform access to Client as described in each executed SOW. Each SOW is governed by and incorporated into this Agreement.

2.2 Service Tiers

CAIO offers three Advisory Service Tiers. The features, cadence, and Platform modules included with each Tier are described in the applicable SOW:

Tier	Description
Advisory	Strategic AI guidance with periodic sessions, limited Platform access, and foundational module set.
Embedded	Deeper engagement with increased session frequency, expanded Platform modules, and hands-on implementation support.
Fractional	Full-scope engagement functioning as an extension of Client's team, with complete Platform access, custom builds, and priority support.

2.3 Platform Access

(a) Subject to the terms of this Agreement and applicable SOW, CAIO grants Client a non-exclusive, non-transferable, non-sublicensable right to access and use the Platform during the Term for Client's internal business purposes.

(b) Platform features are determined by Client's Service Tier and may include CRM, prospecting, enrichment, multi-channel outreach, content generation, call tracking, market intelligence, and AI agent capabilities. Feature availability may vary and is subject to the module access defined in the SOW.

(c) CAIO may modify, update, or enhance Platform features at any time. CAIO will provide reasonable notice of material changes that reduce core functionality included in Client's Tier.

2.4 Managed Services and BYO Credentials

(a) Managed Services. Where indicated in the SOW, CAIO may procure, configure, and manage third-party tool subscriptions on Client's behalf (e.g., email sending accounts, enrichment credits, automation tools). Client acknowledges that: (i) Managed Service accounts are owned and administered by CAIO; (ii) access to Managed Service accounts may be discontinued upon termination of this Agreement; and (iii) CAIO is not responsible for changes to third-party pricing, terms, or availability.

(b) BYO Credentials. Client may connect its own third-party service accounts ("BYO Credentials") to the Platform. Client retains ownership and control of BYO accounts. Client is responsible for maintaining valid subscriptions, API keys, and compliance with third-party terms for BYO accounts. CAIO is not liable for issues arising from Client's BYO accounts, including rate limits, suspensions, or data loss.

(c) Credential Security. All third-party credentials (whether Managed or BYO) are encrypted at rest using AES-256 encryption. CAIO will not access BYO credentials except as necessary to provide the Services.

2.5 AI Agent Capabilities

(a) The Platform includes AI-powered agent capabilities that may autonomously research prospects, draft communications, analyze data, generate content, process call transcripts, and perform other tasks within the scope of Client's configured workflows.

(b) Agent actions that involve external communications (sending emails, LinkedIn messages, or other outreach) require human approval unless Client has explicitly configured autonomous execution for specific action types.

(c) CAIO makes no warranty regarding the accuracy, completeness, or appropriateness of AI-generated outputs. Client is responsible for reviewing and approving all agent-generated content and actions before they reach external parties.

(d) Client acknowledges that AI agents may produce errors, hallucinations, or inappropriate content, and that Client bears sole responsibility for the consequences of deploying AI-generated outputs in its business operations.

3. SESSION RECORDINGS AND LEARNINGS

3.1 Recording Consent

(a) Client acknowledges and agrees that CAIO may record advisory sessions, consulting calls, onboarding meetings, and other engagements between the Parties using various tools (including but not limited to video conferencing recording, AI meeting assistants, and transcription services).

(b) CAIO will provide notice at the beginning of each recorded session. Client's continued participation after such notice constitutes consent to recording. Client is responsible for informing its personnel who participate in sessions that recordings will be made.

3.2 Use of Session Recordings

Session Recordings and their transcripts may be used by CAIO for the following purposes:

• Generating session notes, summaries, and action items for Client's benefit
• Internal quality assurance and service improvement
• Training CAIO personnel and refining CAIO's advisory methodologies
• Identifying patterns, workflows, and operational insights that inform development of CAIO's platform, modules, and intellectual property (as described in Section 3.3)

CAIO will not share Session Recordings with third parties other than its sub-processors, and will not use recordings for marketing purposes or publish recordings without Client's prior written consent.

3.3 Derived Learnings and Module Development

(a) Derived Learnings. Client acknowledges that CAIO's provision of Advisory Services generates general knowledge, expertise, techniques, concepts, ideas, and know-how regarding business processes, industry patterns, and operational workflows ("Derived Learnings"). Derived Learnings are not Client Confidential Information, provided that they do not identify Client or reveal Client's specific proprietary business information.

(b) Module Development. CAIO may use Derived Learnings to develop, improve, or create platform modules, agent workflows, templates, and other components of CAIO IP. For example, insights about effective sales processes, scheduling optimization, or customer communication patterns observed across consulting engagements may inform the development of reusable platform modules.

(c) No Client Identification. When using Derived Learnings, CAIO will not attribute specific insights, data, or workflows to Client without Client's prior written consent.

(d) Clarity. For avoidance of doubt: Client Data, Client Confidential Information, and Session Recordings themselves remain subject to the confidentiality and data protection provisions of this Agreement. This Section 3.3 applies only to generalized, de-identified learnings — not to Client's raw data or recordings.

3.4 Data Retention for Recordings

Session Recordings are retained for twelve (12) months from the date of recording, or for the duration of the engagement plus six (6) months, whichever is longer. Client may request deletion of specific recordings at any time. CAIO will delete recordings within thirty (30) days of a valid deletion request, except to the extent Derived Learnings have already been extracted and de-identified.

4. FEES AND PAYMENT

4.1 Fees

Client shall pay the fees set forth in the applicable SOW. Unless otherwise specified, fees are invoiced monthly in advance.

4.2 Payment Terms

Invoices are due within fifteen (15) days of receipt. Late payments accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

4.3 Managed Service Costs

Where Managed Services are included in the SOW, the associated costs are included in the Service Tier fee unless explicitly designated as pass-through charges. Pass-through charges will be invoiced at cost with no markup and are subject to the same payment terms.

4.4 Custom Builds and Additional Services

Custom AI builds, integrations, training packages, or other services beyond the scope of the SOW will be scoped and priced separately in a supplemental SOW or change order executed by both Parties.

4.5 Price Changes

CAIO may adjust Service Tier pricing with at least sixty (60) days' written notice. Price changes take effect at the start of the next renewal period. If Client does not agree to a price change, Client may terminate the affected SOW at the end of the current period without early termination penalty.

4.6 Taxes

Fees are exclusive of taxes. Client is responsible for all applicable taxes, except taxes based on CAIO's net income.

5. INTELLECTUAL PROPERTY

5.1 CAIO IP

CAIO retains all right, title, and interest in and to CAIO IP, including the Platform, CAIO Bridge, all modules, agent architectures, workflows, methodologies, templates, skills libraries, training materials, and any enhancements or improvements thereto. Nothing in this Agreement transfers ownership of CAIO IP to Client.

5.2 Client Data

Client retains all right, title, and interest in Client Data. CAIO acquires no ownership interest in Client Data.

5.3 Deliverables

(a) Subject to Section 5.1, Client owns the Deliverables specifically created for Client under an SOW, upon full payment of applicable fees.

(b) To the extent Deliverables incorporate or are built upon CAIO IP, CAIO grants Client a non-exclusive, perpetual, royalty-free license to use such CAIO IP solely as embedded in the Deliverables for Client's internal business purposes.

(c) CAIO retains the right to use general knowledge, techniques, experience, and know-how acquired during the creation of Deliverables, provided such use does not disclose Client's Confidential Information.

5.4 Generated Content

Subject to any third-party rights, Client owns Generated Content produced by the Platform using Client's inputs and data. CAIO retains no ownership interest in Generated Content specific to Client's use. Client is solely responsible for reviewing, verifying, and approving Generated Content before use.

5.5 Feedback

If Client provides suggestions, enhancement requests, or other feedback about the Platform or Services, CAIO may freely use such feedback to improve its products and services without obligation or compensation to Client.

5.6 Aggregated and Anonymized Data

CAIO may collect, aggregate, and anonymize data derived from Client's use of the Platform (including usage patterns, performance metrics, and operational data) to create anonymized, aggregated datasets that do not identify Client or any individual. CAIO owns such aggregated data and may use it to improve its products, develop benchmarks, and enhance services for all customers.

6. CONFIDENTIALITY

6.1 Obligations

Each Party shall: (a) hold the other Party's Confidential Information in strict confidence; (b) not disclose Confidential Information to third parties except to employees, contractors, and advisors with a need to know who are bound by confidentiality obligations at least as protective as those herein; and (c) use Confidential Information only for purposes of this Agreement.

6.2 Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving Party; (b) was rightfully in the receiving Party's possession before disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving Party without reference to the disclosing Party's Confidential Information.

6.3 Compelled Disclosure

A Party may disclose Confidential Information to the extent required by law, regulation, or court order, provided that it gives the other Party prompt notice (to the extent legally permissible) and cooperates with efforts to obtain protective treatment.

6.4 Duration

Confidentiality obligations survive termination of this Agreement for three (3) years, except with respect to trade secrets, which are protected for as long as they qualify as trade secrets under applicable law.

7. DATA PROTECTION

7.1 Data Processing

To the extent CAIO processes personal data on behalf of Client, the terms of CAIO's Data Processing Agreement (available at getcaio.com/legal/dpa) apply and are incorporated by reference.

7.2 Client Obligations

Client represents that it has obtained all necessary consents and authorizations to provide Client Data to CAIO and to use the Platform's features, including consent for data enrichment, email outreach, call recording, and AI processing of personal data. Client shall comply with all applicable data protection laws in its use of the Services.

7.3 Security

CAIO will implement and maintain appropriate technical and organizational security measures as described in the Data Processing Agreement and the Platform's security documentation.

8. REPRESENTATIONS AND WARRANTIES

8.1 CAIO Warranties

CAIO represents and warrants that: (a) it has the authority to enter into this Agreement; (b) Advisory Services will be performed in a professional and workmanlike manner consistent with industry standards; (c) the Platform will materially conform to its documentation during the Term; and (d) it will comply with applicable laws in providing the Services.

8.2 Client Warranties

Client represents and warrants that: (a) it has the authority to enter into this Agreement; (b) its use of the Services will comply with all applicable laws, including CAN-SPAM, GDPR, CCPA, CASL, and applicable call recording laws; (c) it has obtained all necessary consents for data processing activities conducted through the Platform; and (d) it will comply with CAIO's Acceptable Use Policy.

8.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 8, ALL SERVICES AND THE PLATFORM ARE PROVIDED "AS IS." CAIO DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. CAIO DOES NOT WARRANT THAT AI-GENERATED OUTPUTS WILL BE ACCURATE, COMPLETE, NON-INFRINGING, OR SUITABLE FOR ANY PARTICULAR PURPOSE. CAIO DOES NOT WARRANT THAT THIRD-PARTY INTEGRATIONS WILL REMAIN AVAILABLE OR FUNCTION AS EXPECTED.

9. LIMITATION OF LIABILITY

9.1 Exclusion of Consequential Damages

NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, GOODWILL, DATA, OR BUSINESS OPPORTUNITY, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Liability Cap

EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AGGREGATE FEES PAID OR PAYABLE BY CLIENT TO CAIO UNDER THE APPLICABLE SOW DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9.3 Exceptions

The limitations in Sections 9.1 and 9.2 shall not apply to: (a) Client's payment obligations; (b) either Party's indemnification obligations under Section 10; (c) either Party's breach of confidentiality obligations under Section 6; (d) Client's breach of CAIO's Acceptable Use Policy; or (e) liability that cannot be limited under applicable law.

10. INDEMNIFICATION

10.1 CAIO Indemnification

CAIO shall indemnify, defend, and hold harmless Client from and against third-party claims alleging that the Platform (excluding Client Data, third-party integrations, and Generated Content) infringes a valid United States patent, copyright, or trademark, provided that Client: (a) promptly notifies CAIO of such claim; (b) grants CAIO sole control of the defense and settlement; and (c) provides reasonable cooperation. CAIO's obligations do not apply to claims arising from Client's modification of the Platform, use of the Platform in combination with non-CAIO products, or use in breach of this Agreement.

10.2 Client Indemnification

Client shall indemnify, defend, and hold harmless CAIO from and against third-party claims arising from: (a) Client Data or Client's use of the Services; (b) Client's violation of applicable law, including email outreach, call recording, social media automation, or data protection laws; (c) Client's breach of this Agreement; (d) Generated Content published, sent, or distributed by Client; and (e) any claims by third parties whose data Client processes through the Platform.

11. TERM AND TERMINATION

11.1 Term

This Agreement commences on the Effective Date and continues until all SOWs have expired or been terminated. Each SOW has the term specified therein, with a minimum commitment period of three (3) months from the SOW effective date, unless otherwise specified.

11.2 Renewal

After the initial commitment period, each SOW automatically renews for successive one-month periods unless either Party provides at least thirty (30) days' written notice of non-renewal.

11.3 Termination for Cause

Either Party may terminate this Agreement or any SOW immediately upon written notice if the other Party: (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice; (b) becomes insolvent, files for bankruptcy, or is the subject of an involuntary bankruptcy proceeding; or (c) ceases to operate in the ordinary course.

11.4 Termination for Convenience

After the initial commitment period, either Party may terminate any SOW for convenience with thirty (30) days' written notice.

11.5 Effect of Termination

Upon termination or expiration:

• (a) Client's access to the Platform, including CAIO Bridge, ceases at the end of the notice period or immediately upon termination for cause.
• (b) Managed Services. Access to Managed Service accounts procured and administered by CAIO will be discontinued. Client is responsible for migrating to its own accounts prior to termination. CAIO will provide reasonable cooperation during a transition period of up to thirty (30) days.
• (c) Data Export. Client may request an export of its Client Data within thirty (30) days of termination. CAIO will provide data in a standard, machine-readable format (CSV, JSON, or equivalent) within fifteen (15) business days of request. After the thirty (30) day period, CAIO may delete Client Data in accordance with its retention policies.
• (d) BYO Credentials. Client retains ownership and access to its BYO accounts. CAIO will disconnect all BYO credentials within five (5) business days of termination.
• (e) Accrued Obligations. Termination does not release either Party from obligations accrued prior to termination, including payment of fees for Services rendered.
• (f) Surviving Provisions. Sections 1, 3.3, 5, 6, 7, 8.3, 9, 10, 11.5, and 12 survive termination.

11.6 No Refunds

Unless termination is due to CAIO's uncured material breach, prepaid fees are non-refundable. If CAIO terminates for convenience, CAIO will refund prepaid fees for the unused portion of the then-current period on a prorated basis.

12. GENERAL PROVISIONS

12.1 Independent Contractor

CAIO is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship.

12.2 Non-Solicitation

During the Term and for twelve (12) months thereafter, neither Party shall directly solicit for employment or engagement any employee or contractor of the other Party who was involved in performing or receiving Services under this Agreement, without the other Party's prior written consent. General recruitment advertisements do not constitute solicitation.

12.3 Publicity

(a) CAIO may identify Client by name and logo in CAIO's client lists, website, and marketing materials. Client may revoke this permission at any time by written notice.

(b) Case studies, testimonials, and detailed descriptions of Services provided to Client require Client's prior written approval.

12.4 Force Majeure

Neither Party shall be liable for delays or failures in performance resulting from circumstances beyond reasonable control, including natural disasters, war, terrorism, pandemics, labor disputes, government actions, or internet or infrastructure failures. Payment obligations are not excused by force majeure.

12.5 Governing Law and Jurisdiction

This Agreement is governed by the laws of the State of North Carolina, without regard to conflict of law principles. Any legal action arising out of this Agreement shall be brought exclusively in the state or federal courts located in Mecklenburg County, North Carolina. Each Party consents to the personal jurisdiction of such courts.

12.6 Dispute Resolution

Before initiating any formal legal proceeding, the Parties agree to attempt informal resolution through good-faith discussion between designated executives for at least thirty (30) days.

12.7 Entire Agreement

This Agreement, together with all executed SOWs, the Platform Terms of Service, Acceptable Use Policy, Data Processing Agreement, and Privacy Policy, constitutes the entire agreement between the Parties. In the event of conflict, the order of precedence is: (1) the applicable SOW; (2) this Agreement; (3) the Platform Terms of Service; (4) the Data Processing Agreement.

12.8 Amendments

This Agreement may be amended only by a written instrument executed by both Parties. CAIO may update the Platform Terms of Service, Acceptable Use Policy, Data Processing Agreement, and Privacy Policy in accordance with their respective modification provisions.

12.9 Assignment

Neither Party may assign this Agreement without the other's prior written consent, except in connection with a merger, acquisition, or sale of substantially all of the assigning Party's assets, provided the assignee agrees to be bound by this Agreement.

12.10 Severability

If any provision is found unenforceable, the remaining provisions remain in full force and effect.

12.11 Waiver

Failure to enforce any provision shall not constitute a waiver of that provision or any other provision.

12.12 Notices

All notices must be in writing and delivered by email (with confirmation of receipt) or nationally recognized overnight carrier to the addresses specified above. Notices to CAIO should be sent to legal@getcaio.com.

12.13 Counterparts and Electronic Acceptance

This Agreement may be accepted by clickthrough (by subscribing to Advisory Services through the Platform), by electronic signature, or in counterparts, each of which shall be deemed an original. A clickthrough acceptance has the same legal effect as a handwritten signature.