Master Services Agreement (MSA)

1. SERVICES

1.1 Services. Subject to Customer‘s payment of the fees (“Fees”) identified on the Order Form and/or the Statement of Work executed by the parties (“SOW”) and compliance with the terms and conditions of this Master Services Agreement (the “Agreement”), FirstLayerAI Inc., DBA Medallion (“Medallion”) will provide Customer the services selected in the Order Form and SOW in accordance with the applicable Service Level Support Terms identified in Exhibit A (collectively, the “Services”) during the term in the Order Form. Upon execution by the parties, each Order Form and SOW is incorporated into this Agreement.

1.2 Usage. Customer’s use of the Services is subject to any user account limits, transaction or rate limits, or similar restrictions set forth on the Order Form. If Customer exceeds such limits, then in addition to Medallion’s other remedies, Medallion may invoice Customer for such excess usage at the unit price set forth in the Order Form and Customer shall pay such invoice not later than 30 days following receipt. Medallion may subcontract the provision of hosting services for the Medallion platform to Medallion’s third-party hosting services provider.

1.3 Registration. As part of the registration process on the Medallion platform, Customer will identify at least one administrative username and password for Customer’s account (the “Account”). Customer may use the administrative username and password to create standard users (each with a user password).

1.4 Feedback. Customer may provide suggestions, comments or recommendations or similar inputs to Medallion with respect to the Services (“Feedback”). Customer grants to Medallion a worldwide, perpetual, irrevocable, royalty-free license to use, distribute, disclose and incorporate any Feedback into the Services.

1.5 License; Customer Data. Customer hereby grants Medallion a worldwide, non-exclusive, royalty-free, fully paid-up license to use, distribute, reproduce, display, perform, and create derivative works of any information, data, multimedia, video, audio, materials, or content that Customer provides to Medallion via the Services (collectively, the “Customer Data”) for the purposes of (1) providing the Services to Customer and (2) developing, maintaining, supporting, or improving the Services (including following the termination of this Agreement). Medallion may authorize its affiliates and contractors to exercise the foregoing rights, but remains responsible for their acts or omissions in connection with such exercise. Customer retains ownership of Customer Data.

1.6 Usage Data. Medallion may collect and analyse usage data and other technical information relating to the use and performance of the Services in order to improve the Services. Medallion owns such usage data and Medallion may use and exploit it in any manner without restriction, provided that Medallion may only distribute such data externally in an anonymized and aggregated manner.

2. RESTRICTIONS AND RESPONSIBILITIES

2.1 Intellectual Property. Customer shall not, and shall not permit, authorize, or assist any third party to: (1) modify, adapt, translate, reverse engineer, decompile, disassemble, or attempt to derive the source code of any part of the Services; (2) use or integrate the Services with any software, hardware, or system other than Customer’s Equipment; (3) sell, resell, license, sublicense, distribute, rent or lease any part of the Services or provide any third party with access to the Services; (4) disclose to any third party any results of any benchmark or other performance tests of the Services; (5) remove, alter, or obscure any proprietary rights notices contained in or affixed to the Services; (6) copy, frame, or mirror any part of the Services; (7) attempt to disrupt, degrade, impair, or violate the integrity or security of the Services, including, without limitation, by executing any form of network monitoring; (8) use the Services to store or transmit any malicious code; (9) interfere with or disrupt the integrity or performance of the Services; or (10) take any action that imposes an unreasonable or disproportionately large load on Medallion’s infrastructure. Medallion may monitor Customer’s use of the Services and may prohibit any use of the Services that Medallion reasonably believes may violate the foregoing; provided, however, that prior to suspending any Services, Medallion shall provide Customer with written notice of any such suspected violation and Customer shall have the opportunity to cure such violation during the 30-day period following receipt of such notice.

2.2 Prohibited Data. Customer shall not disclose to Medallion or process or submit via the Services any information that is: (1) “personal health information,” as defined under the Health Insurance Portability and Accountability Act of the United States of America; (2) financial account or payment card information; (3) biometric information; or (3) “sensitive” personal data, as defined under Directive 95/46/EC of the European Parliament and any national laws adopted pursuant thereto or substantially similar to such laws.

2.3 Equipment. Customer shall (1) obtain, maintain, and secure any equipment and ancillary services needed to connect to, access or otherwise use the Services (collectively, “Equipment”); (2) ensure that the Equipment is compatible with the Services and complies with the the equipment requirements set forth on Exhibit B; and (3) comply with all applicable third-party terms of service and privacy policies for platforms, networks and/or websites applicable to the Equipment.

2.4 Third Party Services. Customer represents and warrants that to the extent Customer grants Medallion access to a third-party service so that Medallion may perform certain Services for Customer, Customer has the right and authority under its agreement with such third party to give Medallion access to such third party service.

2.5 No Export. Customer may not remove or export from the United States or allow the export or re-export of the Services or anything related thereto in violation of any export laws.

3. CONFIDENTIALITY

3.1 Proprietary Information. Each party (“Discloser”) has disclosed or may disclose to the other party (“Recipient”) information relating to Discloser’s business (hereinafter referred to as “Proprietary Information” of Discloser). Notwithstanding the foregoing, nothing (except the Services and underlying software, algorithms and information embodied therein) will be considered “Proprietary Information” of Discloser unless (1) it is or was disclosed in tangible or written form and is conspicuously marked “Confidential”, “Proprietary” (or the like) at the time of disclosure, (2) it is oral information identified as confidential or proprietary at the time of disclosure and is delivered in the appropriately marked written form within thirty (30) days of disclosure, or (3) if not marked, based on the nature of the information Recipient should reasonably understand it to be the confidential or trade secret information of Discloser.

3.2 Use; Prohibited Use. Recipient shall not use Proprietary Information except to exercise its rights and perform its obligations under this Agreement. Recipient shall not disclose Proprietary Information to any third party without the prior written approval of Discloser. Recipient shall disclose Proprietary Information internally only to those employees, consultants, and representatives of Recipient who need to know Proprietary Information in order for Recipient to exercise its rights and perform its obligations under this Agreement and who are bound by written confidentiality obligations at least as protective as this Agreement (“Representatives”). Recipient shall ensure that all Representatives comply with this Section 3 and shall be liable to Discloser for any breach by Recipient’s Representatives. Recipient shall take precautions to prevent disclosure or use of Proprietary Information (other than as authorized in this Agreement) which are at least as effective as those taken by Recipient to protect its own Proprietary Information. Recipient shall promptly notify Discloser of any actual or suspected misuse or unauthorized disclosure of Discloser’s Proprietary Information.

3.3 Exceptions. Recipient has no obligations under Section 3.2 with respect to information that (1) was public at the time of disclosure or becomes public thereafter, other than as a result of breach of this Agreement by Recipient, (2) at the time of disclosure was already in the possession of Recipient without an obligation to keep that information confidential, (3) after Discloser discloses it to Recipient, is disclosed to Recipient by a third party not known by Recipient to be under an obligation to Discloser to keep that information confidential, or (4) was independently developed by Recipient without use of or reference to Discloser’s Proprietary Information.

3.4 Compelled Disclosure. If Recipient is required to disclose Proprietary Information pursuant to the order or requirement of a court, administrative agency, or other governmental body, Recipient shall, prior to any such disclosure (1) provide prompt notice to Discloser of such disclosure requirement and (2) cooperate with Discloser to obtain a protective order or otherwise prevent public disclosure of such information. Recipient shall limit any required disclosure to the particular Proprietary Information required to be disclosed.

3.5 Return, Destruction. Upon termination of this Agreement, Recipient shall return to Discloser or destroy (at Recipient’s discretion) all of Discloser’s Proprietary Information in Recipient’s possession or control, provided that (1) Recipient may retain Proprietary Information that is contained in an automatic archived computer system backup; provided, however, that any such Proprietary Information contained in such automatic archived computer system backup shall be subject to the terms and conditions of this Agreement and shall be accessible only to Recipient’s IT professionals, and (2) Recipient may retain one copy of any of the Proprietary Information with its legal counsel for purposes of compliance with applicable law or legal process.

3.6 Injunction. Any breach of Recipient’s obligations with respect to Proprietary Information and intellectual property rights may cause substantial harm to Discloser, which could not be remedied by payment of damages alone. Discloser has the right to seek preliminary and permanent injunctive relief for such breach in any jurisdiction where damage may occur without a requirement to post a bond, in addition to all other remedies available to it for any such breach.

3.7 Survival. Recipient shall comply with its obligations under this Section 3 during the term of this Agreement and for three years thereafter, provided that with respect to any trade secret information of Discloser, Recipient’s obligations under this Section 3 shall continue for so long as such information continues to be a trade secret.

4. PAYMENT OF FEES

4.1 Fees. Customer will pay Medallion the Fees for the Services as listed on the applicable Order Form. The fees for any renewal term shall be at the lesser of Medallion’s then-standard rates currently in effect or if applicable, as otherwise stated in the Order Form. Except as otherwise specified in an Order Form, (1) all Fees are based on subscriptions purchased and not actual usage, (2) payment obligations are not cancelable and Fees paid are non-refundable, and (3) quantities purchased cannot be decreased during the applicable subscription term.

4.2 Invoices. Medallion will issue an invoice to Customer for the Fees. Customer shall pay invoiced amounts not later 30 days after the date of the invoice, or the Services may be terminated. Unpaid invoices are subject to a finance charge of 1.5% per month on any outstanding balance not subject to a good faith dispute pursuant to the terms of Section 4.3 below, or the maximum permitted by law, whichever is lower, plus all expenses of collection. All Fees are exclusive of all taxes, duties, tariffs, and other governmental charges (“Taxes”). Customer is responsible for all Taxes resulting from its use of the Services other than taxes based on Medallion’s net income.

4.3 Disputes. If Customer believes that Medallion has billed Customer incorrectly, Customer must contact Medallion no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to be eligible to receive an adjustment or credit. Inquiries should be directed to Medallion’s Account Manager. Medallion shall respond within 5 business days after receipt of an inquiry.

5. TERM AND TERMINATION

5.1 Term. Subject to earlier termination as provided below, this Agreement is for the initial service term as specified in the applicable Order Form (the “Initial Service Term”), and shall be automatically renewed for additional periods of the same duration as the Initial Service Term, unless either party requests termination at least 30 days prior to the end of the then-current term.

5.2 Termination. In addition to any other remedies it may have, either party may terminate this Agreement upon 10 days’ written notice if the other party materially breaches any of the terms or conditions of this Agreement, and if the breach is capable of remedy, fails to promptly remedy that breach within 30 days of such notice. If this Agreement is terminated as a result of a material breach by Customer during the Initial Service Term, Customer will pay in full all remaining Fees payable through the remainder of the Initial Service Term. If this Agreement is terminated as a result of a material breach by Customer after the Initial Service Term, the Customer will pay in full for the Services up to and including the last day on which the Services are provided.

5.3 Remedies. Termination of this Agreement shall not limit either party from pursuing other remedies available to it, including injunctive relief, nor shall such termination relieve Customer’s obligation to pay all fees that have accrued or are otherwise owed by Customer under any Order Form.

5.4 Survival. The parties’ rights and obligations under Sections 2 (“Restrictions and Responsibilities”), 3 (“Confidentiality”), 4 (“Payment of Fees”), 6 (“Indemnification”), 7 (“Warranty and Disclaimer”), 8 (“Limitation of Liability”), and 9 (“Miscellaneous”) shall survive termination.

5.5 Suspension. Without prejudice to any of its other remedies under this Agreement or at law, Medallion may suspend the Services and Customer’s or any of its users’ access thereto in the event of any breach by Customer of Sections 2.1-2.5 or 7.1 of this Agreement. Any such suspension shall not be deemed a violation of this Agreement, and does not relieve Customer from its payment obligations under this Agreement. Medallion shall use reasonable efforts to provide Customer with notice prior to any such suspension, and will restore access when the event giving rise to such suspension has been resolved.

6. INDEMNIFICATION; INSURANCE

6.1 Medallion Indemnity. Medallion agrees, at its own expense, to indemnify, defend and hold Customer harmless against any damages, losses, liabilities, settlements and expenses (including without limitation attorneys’ fees and other costs of legal defense) in connection with any third-party suit, claim, or proceeding brought against Customer (i) alleging that the use of Services in accordance with this Agreement infringes any U.S. copyright, U.S. trademark or issued U.S. patent, or (ii) to the extent based on Medallion’s gross negligence or wilful misconduct, in the case of each of (i) and (ii) provided that Customer (1) promptly notifies Medallion in writing of any such suit, claim or proceeding, (2) allows Medallion, at Medallion’s own expense, to direct the defense of such suit, claim or proceeding, (3) gives Medallion all information and assistance necessary to defend such suit, claim or proceeding, and (4) does not enter into any settlement of any such suit, claim or proceeding without Medallion’s written consent. The foregoing obligations do not apply with respect to the Services or portions or components thereof (a) not supplied by Medallion, (b) made in whole or in part in accordance to Customer specifications, (c) combined with other products, processes or materials where the alleged infringement would not have occurred without such combination, or (d) modified by anyone other than Medallion. If the Services are held by a court of competent jurisdiction to be infringing or are believed by Medallion to be infringing, Medallion may, at its option and expense (i) replace or modify the Services to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (ii) obtain for Customer a license to continue using the Services, or (iii) if neither of the foregoing is commercially practicable, terminate this Agreement and provide Customer a proportional refund of any prepaid fees for the Services for the period following such termination. This section states Medallion’s entire liability and Customer’s exclusive remedy for infringement or misappropriation of intellectual property of a third party.

6.2 Customer Indemnity. Customer hereby agrees, at its own expense, to indemnify, defend and hold Medallion harmless against any damages, losses, liabilities, settlements and expenses (including without limitation attorneys’ fees and other costs of legal defense) in connection with any third- party demand, claim, action, suit or proceeding that arises from (i) the Customer Data, any alleged violations of Sections 2.1 to 2.5, or otherwise from Customer’s use of Services in a manner excluded from Medallion’s indemnity obligations in Section 6.1(a)-(d) above, or (ii) Customer’s gross negligence or wilful misconduct.

6.3 Insurance. During the Term, Medallion shall maintain commercial general liability, cyber, and such other insurance in such amounts and coverages as determined in Medallion’s reasonable discretion.

7. WARRANTY AND DISCLAIMER. Medallion warrants during the Term that (a) Medallion will not materially decrease the overall security of the Services, (b) Medallion will not materially decrease the functionality of the Services and (c) the Services will perform materially in accordance with the applicable Documentation. Customer’s sole and exclusive remedy for any breach of the warranties set forth herein will be Medallion’s commercially reasonable efforts to modify the Services to correct the material non-conformity. In the event that Medallion is unable to correct the material non-conformity in a reasonable period, Customer may terminate the Agreement and receive a proportional refund for the period of non-conformity. EXCEPT AS PROVIDED ABOVE, MEDALLION DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR MEET CUSTOMER’S REQUIREMENTS; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS PROVIDED ABOVE, THE SERVICES ARE PROVIDED “AS IS” AND MEDALLION DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

8. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, NEITHER PARTY SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR LOSS OF BUSINESS OR PROFITS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND A PARTY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO MEDALLION FOR THE APPLICABLE SERVICES UNDER THIS AGREEMENT OR RELATING TO ANY SUBJECT MATTER OF THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING TYPES OF LOSSES OR DAMAGES. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE ESSENTIAL PURPOSE OF THIS SECTION AND THE PARTIES’ INDEMNIFICATION OBLIGATIONS IS TO ALLOCATE RISKS BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE FEES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF MEDALLION WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN.

9. GENERAL PROVISIONS. Medallion may use subcontractors to perform its obligations under this Agreement so long as Medallion remains responsible for its obligations hereunder and for the actions and omissions of such subcontractors in the provision of the Services.This Agreement shall be governed by the laws of Delaware without regard to its conflict of laws provisions. Any action or proceeding arising from or relating to this Agreement must be brought in a federal or state court in Wilmington, Delaware, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement. 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 is not assignable, transferable or sublicensable by either party without the other party’s prior written consent, provided that Medallion may assign this Agreement in connection with a change of control (whether resulting from merger, consolidation, stock transfer, asset sale or otherwise) without the prior written consent of Customer. Both parties agree that this Agreement, together with all Order Forms and SOWs, is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. Any waiver or modification of this Agreement must be in a writing signed on behalf of both parties by their duly authorized representatives. In the event of a conflict between the terms of this Agreement in the absence of its Order Forms or SOWs, and the terms of such Order Forms or SOWs, the terms of such Order Forms or SOWs shall control. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind or attempt to bind Medallion in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. Customer shall not, directly or indirectly, solicit for employment any employees of Medallion or any of its affiliated entities during the term of this Agreement and for one (1) year after termination of the Agreement, except for general solicitations for employment not targeted at Medallion’s employees. Notwithstanding anything to contrary in this Agreement or any separate non-disclosure agreement between the parties, Medallion may identify Customer as a customer of Medallion’s services on Medallion’s website and its marketing/promotional materials. Upon approval by Customer, (1) Medallion may produce and publish a case study on its website regarding the Customer’s use of the Services and (2) Customer shall provide a mutually agreeable quote with respect to Medallion and the Services, that Medallion may use, reproduce, and distribute for Medallion’s marketing and publicity purposes.

Exhibit A to Master Services Agreement

Service Level and Support Terms

1. Up-Time and Reliability. Medallion will use commercially reasonable efforts to ensure that the Services will be available and operational to Customer for 99% of all Scheduled Availability Time. “Scheduled Availability Time” shall be defined as twenty-four (24) hours a day, seven (7) days a week, excluding: (1) scheduled maintenance downtime and (2) any downtime due to defects caused by Customer, one of its vendors, third party connections, utilities, or caused by other forces beyond the control of Medallion (such as internet outages or outages with respect to Customer’s network or internet access). Medallion shall use reasonable efforts to provide at least 5 days’ advance notice in writing (email sufficient) of any scheduled service maintenance downtime. Scheduled service maintenance downtime will only be performed between the hours of 12:01 am - 11:59 pm EST on Sundays. In the event of any unexcused downtime, Medallion will issue a prorated credit to the Customer’s next regular invoice.

2. Maintenance. Medallion will make available to Customer, as part of the Services, all generally available enhancements, updates and bug fixes to the Services.

3. Customer Responsibility. In addition to other responsibilities contained herein, Customer will be responsible for ongoing maintenance, management and accuracy of the customer profile data. Customer will be responsible for communicating and managing the internal onboarding and change management process.

4. Support. Medallion is available to receive product support inquiries via email or the Medallion website. Medallion Standard Support Hours are 08:00 to 7:00 Eastern Time Monday through Friday (excluding U.S. bank holidays) for technical information, technical advice and technical consultation regarding Customer’s use of the Services.

5. Customer Support Contacts. Customer shall provide and keep current on the Accounts page in the Medallion platform a list of designated contacts and contact information for Medallion to contact for support services.

6. Support Types and Escalation Procedures. Customer may escalate support issues as follows and Medallion will use commercially reasonable efforts to address the problem in accordance with below.

7. Service Levels. Medallion will use commercially reasonable efforts to provide the service levels for the Services according to below.

8. Service Accountability and Credit. If, within any three-month period, Medallion fails to meet the service levels set forth in the table in Section 7 (Service Levels) above for a particular Services type at the percentages set forth in the table below, Customer may request an invoice credit against contract consumption for such three-month period with respect to the Service for which the service level was missed. Customer must submit at least 15% of the total files contracted per year during such three-month period to be eligible for a credit for that period. Customer may not request credits during the testing period, if applicable.

Customer will not be entitled to a consumption credit if it is in breach of the Agreement, including payment obligations.

Medallion’s obligations under this Exhibit A do not apply to any downtime, suspension or termination of the Services that results from:

• Customer’s breach of the Agreement.
• Unscheduled, emergency maintenance on Medallion’s Platform or an emergency caused by factors outside Medallion’s reasonable control, including force majeure events such as acts of God, acts of government, flood, fire, earthquake, civil unrest, acts of terror, or Internet service provider failures or delays.
• A Customer Equipment failure, incompatibility, or misconfiguration.
• Customer’s or a provider’s submission of incomplete or inaccurate information which causes Medallion to resubmit or redo such submission, application, or request.
• Any applications, requests or submissions that were not originally submitted by Medallion or were transferred to Medallion from a different service provider.
• Any applications, requests, or submissions that were modified by Customer after they were submitted by Medallion, or for which Customer has asked Medallion to resubmit other than due to an error by Medallion.

If, with respect to a particular Service (e.g. Credentialing), Customer is entitled to a consumption credit three (3) or more times in any twelve (12) month period, Customer shall have the right to terminate, upon 60 days written notice to Medallion, the portion of the Order Form attributable to such Service with respect to which consumption credits were due and will be reimbursed any Fees Customer prepaid for such terminated Service for the period following such termination. Medallion will complete files in progress at the time of termination (and for the avoidance of doubt, Fees for such files in progress will not be subject to reimbursement).

Exhibit B to Master Services Agreement

Equipment Requirements

• Network Configuration: Customer shall ensure that their network configuration, including firewalls, routers, and any IP blacklist/whitelist settings, does not restrict or block access to the Services.
• Access Control: Customer is responsible for ensuring that access to any equipment used to connect to the Services is strictly controlled. Access should be granted solely to authorized individuals who require it for their specific job functions associated with the use of the Services.
• General Compatibility: Customer is responsible for ensuring that they use mainstream operating systems and web browsers. While specific versions and requirements may vary, adherence to widely adopted standards and regular updates will help ensure uninterrupted access to the Services.