MASTER SERVICE AGREEMENT

This Master Service Agreement (ÒMSAÓ) is entered into this ___ day of __________, 202__ (ÒEffective DateÓ) by and between StudioAI, Inc., a Delaware corporation, with offices located at 50 Fountain Plaza, Suite 1400A, Buffalo, NY 14202 (ÒCompanyÓ) and the customer identified below (ÒCustomerÓ) (each of Company and Customer individually, a ÒPartyÓ and collectively, the ÒPartiesÓ).

The purpose of this MSA is to provide a framework within which Company will license to Customer that certain software marketed as StudioAI Payer Solutions for AWS [A1]or any Third Party Software, as more fully described in one or more Order Forms (as defined below).

This MSA is comprised of the MSA and any Order Forms that are attached hereto or are later entered into between the Parties and reference this MSA. 

1. Definitions. 
       1.1. General. Certain capitalized terms, if not otherwise defined on an attached Order Form, will have the meanings set forth below in this Section 1 or elsewhere in this MSA.
       1.2. ÒApplicationÓ means any of CompanyÕs proprietary software specifically identified in an Order Form, including the Company software marketed as StudioAI Payer Solutions for AWS[A2], and any Improvement thereto, including any customized Improvement made specifically for Customer pursuant to an Order Form.
       1.3. ÒCompany IPÓ means any software (including its object and source code), computer system designs, database structuring techniques, methodologies, preparatory materials, techniques, tools, algorithms, templates, user interfaces, formatting, audio-visual works, Òlook and feel,Ó libraries (code or otherwise), patents, trademarks, copyrights, charts, diagrams, drafts, sketches, developments, materials, data, designs, inventions, processes, discoveries, ideas, notes, outlines, lists, compilations, schematics, and general knowledge and know-how, and any combinations thereof, that are used by Company to deliver or supplied in connection with the Company Services and any Improvement thereto (including any customized Improvement made specifically for Customer), whether tangible or intangible.
       1.4. ÒCompany ServicesÓ means the services licensed by Customer as identified in an Order Form, including, but not limited to, access to and use of the features and functionality of the Application and its Documentation. Any reference to the Company Services in an individual Order Form will be limited to the Company Services provided pursuant to such Order Form.
       1.5. ÒConfidential InformationÓ means any non-public material or information relating to a Party, which it discloses or makes available to the other Party under this MSA that is identified as confidential including, without limitation, (a) the terms of this MSA and discussions and negotiations surrounding thereof; (b) trade secrets; (c) information related to the disclosing PartyÕs business practices and operations including employee information, contractor information, and marketing plans and techniques; (d) released and unreleased products and information related thereto; (e) information relating to the disclosing PartyÕs business or financial affairs, such as financial and business records of a Party or its subcontractors, financial results, business methods, pricing, and competitors; and (f) any and all other information, knowledge, or data, in whatever form or medium, concerning or relating to the business affairs of the disclosing Party or of any other person or entity that has entrusted information to the disclosing Party in confidence that is not generally known by the public at large and that should reasonably have been understood by the receiving Party (because of legends or other markings, the circumstances of disclosure, or the nature of the information itself) to be proprietary or confidential to the disclosing Party. CompanyÕs Confidential Information also includes the Application and any related Documentation, and Company IP. CustomerÕs Confidential Information includes Customer Data and Customer Materials.
       1.6. ÒCustomer DataÓ means the non-public data, information, and materials related to Customer and Users provided by or on behalf of Customer under this MSA or through the Company Services, including, but not limited to, Personal Information. Customer Data does not include Usage Data.
       1.7. ÒCustomer MaterialsÓ
 means the Customer Data and other computer facilities, computer systems, network and systems, files, documentation, sample output, or other information, data, and resources of Customer required for the performance of the Company Services.
       1.8. ÒDocumentationÓ means any user documentation, in paper or electronic form, ordinarily and customarily provided by Company to customers of the Application, which documentation describes the features, functions, or use of the Application and is intended generally to facilitate use and operation of the Application and may include, for example, user manuals, knowledge base articles, service descriptions, white papers, online help, and similar materials and any updates thereto.
       1.9. ÒImprovementÓ means any enhancement, error correction, update, upgrade, modification, revision, addition to, or derivative work of the Application that Company may develop or acquire and incorporate into its standard version of the Application or that Company has elected to make generally available to its customers.
       1.10. ÒOrder FormÓ means a separately executed document that describes the Company Services and includes any changes, additions, deletions, or modifications to the Company Services made by Customer, and any Third Party Software ordered by Customer.
       1.11. ÒPersonal InformationÓ means any personal information that individually identifies a User, any of CustomerÕs clients, customers, employees, or contractors (or any of their respective users), or any other individual, including, but not limited to Protected Health Information (as that term is defined in the Health Insurance Portability and Accountability Act of 1996, as amended).
       1.12. ÒThird Party SoftwareÓ means a third-party software program, service, or application not manufactured by Company. For the avoidance of doubt, Company need not license Third Party Software to Customer for it to be included in the definition herein.
       1.13. ÒUserÓ means any individual authorized, by virtue of such individualÕs relationship to, or permissions from, Customer, to access the Company Services pursuant to CustomerÕs rights under an arrangement or contract between Customer and such user, which arrangement or contract is subject to the applicable parts of this MSA. 

2. Purchasing Company Services.
       2.1. General Scope. This MSA contains the general terms and conditions governing the legal relationship between Company and Customer relating to the mutual covenants and obligations of the Parties set forth herein and in any executed Order Form. CompanyÕs provision of access to its proprietary software and the provision of services related to such access or services are subject to the terms and conditions contained in this MSA and any applicable Order Form. Customer acknowledges and understands that this MSA does not, absent execution of an Order Form, impose any obligation upon Customer to purchase any such access or services, nor impose any obligation upon Company to provide any such access or services. 
       2.2. Order of Precedence. Customer agrees that each Order Form is subject to the terms and conditions set forth in this MSA. Further, an Order Form may set forth additional license grants and limitations, including usage restrictions. In the event of a conflict between this MSA and any Order Form, this MSA will govern unless the provisions of the relevant document explicitly state the PartiesÕ intention that the particular relevant portion of such document should supersede this MSA.

3. Fees and Payments.
       3.1. Fees. In consideration for CompanyÕs performance under this MSA, Customer agrees to pay such amounts as may be required by each and all Order Forms, as applicable. Except as otherwise provided in any applicable Order Form, all undisputed amounts due hereunder will be due within thirty (30) days after the relevant invoice date.
       3.2. Payment Method. All payments made to Company associated under this MSA will be made in United States currency via electronic funds transfer or as otherwise made available by Company.
       3.3. Disputed Charges. Customer must notify Company in writing of any charges it wishes to dispute in good faith within twenty (20) days after the date of invoice. Absent such notice, Customer will be deemed to have agreed to the charges as invoiced upon expiration of such time period and such invoice will be deemed to be correct and binding on Customer.
       3.4. Late Charges. Any portion of any amount payable hereunder that is not paid when due and is not being disputed in good faith will accrue interest at 1.5% per month or the maximum rate permitted by applicable law, whichever is less, from the due date until paid.
       3.5. Taxes. All amounts payable under this MSA will exclude all applicable sales, use, and other taxes and all applicable export and import fees, customs duties, and similar charges. Customer will be responsible for payment of all such taxes (other than taxes based on CompanyÕs income), fees, duties, and charges, and any related penalties and interest, arising from the payment of any fees hereunder, the grant of license rights hereunder, or the delivery of services. Customer will make all payments required hereunder to Company free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on any payments hereunder to Company will be CustomerÕs sole responsibility, including taxes that become known by Company after invoicing Customer (such as CustomerÕs use of the Services in different taxing jurisdictions or otherwise).

4. Application License and Usage.
       4.1. Order Forms. Each Order Form will be separately signed by an authorized representative from each Party. Access to the Application is purchased as subscriptions and subject to any and all limitations identified in this MSA or the Order Form. If Customer exceeds a contractual usage limit, Company will invoice Customer at an annualized prorated rate for such excess usage, and Customer will pay any such invoice in accordance with this MSA.
       4.2. Grant of License. Subject to CustomerÕs full and ongoing compliance with the terms and conditions of this MSA, including, without limitation, payment of any applicable Subscription Fee and any usage limits set forth on the Order Form, Company grants Customer and Customer accepts a limited, non-exclusive, non-transferable, non-sublicensable, non-assignable, revocable license during the License Term to (a) access and use a copy of the Application (i) in the form of an API as made available by Company through Amazon Web Services, (ii) in accordance with the Documentation, and (iii) any such access or use will be solely for CustomerÕs own internal business purpose[A3]s; (b) to permit Users, subject to Section 4.7 (Management of Users), to use the features and functions of the Application in accordance with this MSA. Company may, from time to time, make Improvements to the Company Services generally available to end-users using the Company Services; however, Company will be under no obligation to provide any such improvements or to make available to all Company Services end-users, including Customer, any improvements that are specially developed for another end-user or specific group of other end-users. For the avoidance of doubt, no right is granted to resell any component of the Application or to receive a copy of any Application.
       4.3. Third Party Software.
       4.3.1. Usage. Customer acknowledges that use of the Application and its functions will require CustomerÕs use of certain Third Party Software to function in accordance with the Documentation. In addition, Customer may elect to use other Third Party Software to enhance or supplement its use of the Application. Unless otherwise included on an Order Form, Customer is solely responsible for obtaining and maintaining any and all such licenses for such Third Party Software. Further Customer is solely responsible for obtaining and maintaining appropriate equipment and ancillary services needed to connect to, access, or otherwise use the Application and Documentation, including computers, operating systems, web browsers, mobile devices, app store license fees, and wireless phone charges. Any acquisition or license of Third Party Software, and any exchange of data through such Third Party Software, is solely between Customer and the applicable provider of the Third Party Software. Nothing in this MSA will grant Customer any rights in Third Party Software, and in the event Third Party Software is included in an Order Form, Customer agrees to be bound by the accompanying terms and conditions for such Third Party Software (as stated in the Order Form). 
       4.3.2. Responsibility. Company will not warrant or support Third Party Software or other non-Company products or services, regardless of whether they are designated by Company as Òcertified,Ó licensed to Customer by Company, or otherwise. As such, Customer agrees that Company will not be liable for any defects, flaws, programming errors, inefficiencies, or malfunctions in any such Third Party Software. If this MSA or an applicable Order Form is terminated for any reason, Company will have no responsibility or liability to Customer for the cost of any such Third Party Software.
       4.3.3. Interoperability. The Application may contain features designed to interoperate with Third Party Software. To use such features, Customer may be required to obtain access to Third Party Software from their respective providers and may be required to grant Company access to CustomerÕs account(s) on the Third Party Software. If the provider of Third Party Software ceases to make it available for interoperation with the corresponding Application features on reasonable terms, as determined by Company in its reasonable discretion, Company may cease providing those Application features without entitling Customer to any refund, credit, or other compensation. In addition, Customer acknowledges that any third party may change or amend its guidelines, including its user interface or any other interface, at any time, and Company will not be liable to the extent any third-party change or amendments is outside of CompanyÕs reasonable control.
       4.3.4. Functionality. Customer agrees that it does not enter into this MSA or any Order Form contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Company regarding future functionality or features.
       4.4. Documentation. Subject to CustomerÕs full and ongoing compliance with the terms and conditions of this MSA, including, without limitation, payment of any applicable Subscription Fee and any usage limits set forth on the Order Form, Company grants Customer and Customer accepts a limited, non-exclusive, non-transferable, non-sublicensable, non-assignable, revocable license during the term to access, use, copy, download, and print the Documentation for CustomerÕs own internal business purposes, provided (a) Customer does not modify or delete (including through selectively copying or printing material) any copyright, trademark, or other proprietary notice that appears on the material; (b) Customer does not make any additional representations or warranties relating to such Documentation and material(s); and (c) such use is in connection with a good faith use of the Company Services and CompanyÕs Confidential Information. Customer may make one archive copy of the Documentation for CustomerÕs own internal business recordkeeping purposes subject to CustomerÕs compliance with this Section 4.4(a) Ð (c).
       4.5. Restrictions. Except as expressly permitted in this MSA or an applicable Order Form, Customer will not: (a) copy or reproduce the Company Services in whole or in part or access or use the Company Services in any way other than as expressly permitted in this MSA or an applicable Order Form, including exceeding any usage limits set forth on the Order Form; (b) modify, translate, or create derivative works of the Company Services or any portion thereof; (c) reverse engineer, decompile, disassemble, decrypt, or otherwise attempt to gain the source code to the Application, or attempt, directly or indirectly, to violate any security feature on the Company Services, or otherwise attempt to recreate all or any portion of the Company Services, except and only to the extent otherwise expressly permitted under applicable law; (d) distribute, sublicense, assign, share, timeshare, sell, rent, lease, loan, grant a security interest in, use for service bureau purposes or otherwise transfer the Company Services; (e) export, re-export, divert, or transfer the Company Services to any country that is embargoed by the United States or designated by the U.S. Government as a Òterrorist supportingÓ country; (f) unless expressly authorized by Company in writing, access or use the Application for purposes of monitoring its availability, performance, or functionality, or for any other benchmarking purpose, including authorizing or undertaking a penetration test, vulnerability scan, social engineering test, or any other similar activity against the Application or Company; (g) interfere with or attempt to interfere with the proper functioning of the Application; (h) access or use the Company Services to develop a service, functionality, data, or content similar to or competitive with any component of such Company Services; (i) except with CompanyÕs prior written consent, access or use the Company Services, or any part thereof, for any reason if Customer is, or is acting on behalf of or in collaboration with, a competitor of Company, including to develop, design, or market data or content or functionality similar to or competitive with the Application; (j) remove, alter, cover, or obfuscate any copyright notices or other proprietary rights notices placed or embedded on or in the Company Services; (k) cause, authorize, or assist any third party to do any of the foregoing. Customer agrees and understands that the foregoing restrictions apply to any component of the Company Services that is relevant to the restriction. Any unauthorized use of the Company Services or any portion thereof terminates the licenses granted by Company pursuant to this MSA. 
       4.6. Proprietary Notices. Customer shall not remove, alter, or obscure any proprietary notice or legend included as part of the Company Services.
       4.7. Usage Data. When installed or used, the Application may, from time to time, automatically report back information to Company related to usage of the Application and other Company Services (ÒUsage DataÓ), without notice to Customer or a User. Usage Data may be used by Company for any legally permitted purposes, including helping diagnose and resolve technical and performance issues in relation to the Application, improving the Application and other Company Services, developing metrics and analytic algorithms, or developing additional use cases for the Company Services. 
       4.8. Management of Users.
       4.8.4. Customer Responsibility. Customer acknowledges and agrees that, as between Customer and Company, Customer will be responsible for all acts and omissions of Users, and any act or omission by a User that, if undertaken by Customer, would constitute a breach of this MSA, will be deemed a breach of this MSA by Customer. Customer will undertake commercially reasonable efforts to make all Users aware of the provisions of this MSA as applicable to such UserÕs use of the Company Services and will cause Users to comply with such provisions. Customer agrees and understands that Customer, and not Company, is responsible for managing whether Users are authorized to access the Application using the Access Credentials (as defined below) and otherwise to share, disclose, create, upload, and use the Content with the Application and Company will have no obligations relating thereto.
       4.8.5. Registering an Account. Some features that may be available in the Application may require Customer or its Users to register with Company. In such event, Customer agrees and will ensure that the applicable User agrees (a) to provide and maintain true, accurate, current, and complete information about such registrant; (b) not to create an account using a false identity or information or on behalf of someone other than such registrant; and (c) not to create an account or use the Application if such registrant has been previously removed or banned by Company or if not otherwise permitted by Customer.
       4.8.6. Activities. Some features on the Application may require the use of a username and password (ÒAccess CredentialsÓ). Customer agrees to use commercially reasonable efforts to protect Access Credentials assigned to Customer or its Users. Customer may not share, and will use commercially reasonable efforts to ensure that Users do not share, an Application account or Access Credentials with anyone, and Customer will notify Company promptly of any unauthorized use of, loss, or theft of such Access Credentials or any other known or reasonably suspected breach of security related to the Application. Unless otherwise specified in the applicable Order Form, access to the Application is purchased as a subscription and limited to the number of API calls per month specified in the Order Form. Further, Customer represents and warrants (and Company is relying on CustomerÕs representation and warranty) that (a) Customer owns or otherwise controls all the rights or has sufficient rights, consents, or permissions to Customer Data, Feedback and other content Customer submits (collectively, the ÒContentÓ) or that such items are known to Customer to be in the public domain; (b) that the Content is accurate; (c) that use of the Content Customer supplies does not violate any provision in this MSA, is not infringing of any third-party intellectual property rights, privacy rights, publicity rights, or terms Customer may have agreed to with a third party; (d) that the Content is not defamatory or otherwise trade libelous; and (e) Content does not violate any applicable law, statute, ordinance, or regulation. Company undertakes no duty to determine the validity of any claim of copyright or trademark infringement. Upon receiving written notice that any item posted on or through the Application is believed to infringe a copyright or other proprietary right, Company will remove said work without any liability to Customer.[A4]

5. Confidentiality.
       5.1. Ownership of Confidential Information. The Parties acknowledge that during the performance of this MSA, each Party will have access to certain of the other PartyÕs Confidential Information or Confidential Information of third parties that the disclosing Party is required to maintain as confidential. Both Parties agree that all items of Confidential Information are proprietary to the disclosing Party or such third party, as applicable, and will remain the sole property of the disclosing Party or such third party.
       5.2. Mutual Confidentiality Obligations. Each Party agrees as follows: (a) to use the Confidential Information only for the purposes described herein; (b) not to reproduce the Confidential Information and will hold in confidence and protect the Confidential Information from dissemination to, and use by, any third party; (c) except as required in performance of a PartyÕs obligations under this MSA, or as otherwise permitted in this MSA, it will not create any derivative work from Confidential Information disclosed to such Party by the other Party; (d) to restrict access to the Confidential Information to such of its personnel, agents, and/or consultants, if any, who have a need to have access and who have been advised of and have agreed in writing or are otherwise bound to treat such information in accordance with the terms of this MSA; and (e) to return or destroy all Confidential Information of the other Party in its possession upon termination or expiration of this MSA. 
       5.3. Prior Non-Disclosure Agreement. The terms of this Section (Confidentiality) supersede the terms of any agreement of confidentiality previously entered into between the Parties and any information required to be treated as confidential under such agreement will be treated as Confidential Information under the terms of this MSA.
       5.4. Confidentiality Exceptions. Notwithstanding the foregoing, the provisions of Sections 5.1 and 5.2 will not apply to Confidential Information that: (a) is publicly available or in the public domain at the time disclosed; (b) is or becomes publicly available or enters the public domain through no fault of the recipient; (c) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; (d) is already in the recipientÕs possession free of any confidentiality obligations with respect thereto at the time of disclosure; (e) is independently developed by the recipient; (f) is approved for release or disclosure by the disclosing Party without restriction; or (g) is protected health information subject to a Business Associate Agreement entered into between the Parties. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (1) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order will first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (2) to establish a PartyÕs rights under this MSA, including to make such court filings as it may be required to do; provided, however, that in the event any such disclosure involves protected health information, such Party will comply with the applicable obligations, if any, under the Business Associate Agreement between the Parties.

6. Rights and Obligations
       6.1. Customer Materials. Certain Customer Materials may be required for the proper operation of the Company Services. Customer will be responsible for, and assumes the risk of, any problems resulting from, the content, accuracy, completeness, or consistency of all Customer Materials. Customer will, at its own expense, obtain all third-party consents or permissions that may be necessary and appropriate for CompanyÕs use and display of the Customer Materials in accordance with this MSA and any Order Form. Customer acknowledges and agrees that the timely performance by Company of the Company Services is dependent upon Customer performing its obligations under this MSA, and that any delay or failure to perform by Customer will extend the time for Company to perform. Customer acknowledges and agrees that Company will have no obligation to archive or back-up Customer Data, nor will Company have any liability for any loss or corruption of Customer Data (except as otherwise set forth herein), nor will Company have any obligation under this MSA to retain any Customer Data after the expiration or termination of the Services Term.  
       6.2. Regulatory and FDA Compliance. To the extent applicable to CustomerÕs use of the Company Services, Customer and Company agree that the Company Services are not intended to diagnose a disease or other condition. Company will not be responsible in any manner for ensuring that CustomerÕs use of the Company Services complies with the rules and regulations of the U.S. Food and Drug Administration or any other regulatory bodies. Further, Customer represents and warrants (and Company is relying on CustomerÕs representation and warranty) that Customer will not represent to any third parties that the Company Services provides any diagnosis of any disease or condition.

7. Ownership and Proprietary Rights.
       7.1. Company. Company retains all right, title and interest in and to the Application, Documentation, and associated intellectual property rights; and all Improvements, enhancements, and modifications thereto, and Customer acknowledges that it neither owns nor acquires any rights in any of the foregoing. Customer further acknowledges that Company retains the right to use the Application for any purpose in CompanyÕs sole discretion, and Company reserves all rights not expressly granted in this MSA. Except as expressly set forth in an Order Form, Customer acknowledges that Company and its licensors own all intellectual property rights, existing from time to time under any law or regulations, including all patent law, copyright law, trade secret law, trademark law, moral rights law, mask work laws, unfair competition law, and any other proprietary rights and all applications, renewals, extensions, and restorations of any of the foregoing, now or hereafter in force and effect worldwide (collectively, the ÒIntellectual Property RightsÓ) in and to the Company Services (including all components of each of the Company Services) and any other work product, developments, inventions, technology, or materials provided under this MSA, except for any Customer Materials contained therein. Company expressly retains all right, title, and interest in and to the Company Services and all rights not expressly granted to Customer in This MSA are reserved. Customer will not engage in any act or omission that would impair CompanyÕs or its licensorsÕ Intellectual Property Rights in the Company Services, and any other materials, information, processes, or subject matter proprietary to Company. Customer further acknowledges that Company retains the right to use the foregoing for any purpose in CompanyÕs sole discretion. 
       7.2. Customer Materials Ownership. Customer retains all right, title, and interest in and to Customer Materials, and Company acknowledges that it neither owns nor acquires any additional rights in and to Customer Materials not expressly granted by this MSA. Company further acknowledges that Customer retains the right to use the Customer Materials for any purpose in CustomerÕs sole discretion.
       7.3. Feedback. Company, in its sole discretion, may utilize all comments and suggestions, whether written or oral, furnished by Customer or its employees or Users to Company in connection with their use or access of any Company Services (all such reports, comments, or suggestions, collectively, ÒFeedbackÓ). Customer hereby grants Company a worldwide, non-exclusive, irrevocable, perpetual, sub-licensable, transferable, royalty-free right and license to incorporate the Feedback into Company products and services and to otherwise commercially exploit it in any manner. 

8. Technical Assistance. Subject to the terms and conditions of this MSA, including the payment of the applicable fees, Company will provide certain limited support services as part of the Company Services, including using reasonable efforts to provide telephone and email support to Customer personnel during its normal business hours (8:00 AM EST to 5:00 PM EST) in accordance with CompanyÕs then-standard support policies, with the understanding that such policies do not provide for any on-site support. Customer can designate up to two (2) persons, which designees will be eligible to receive technical assistance from Company (ÒEligible Support RecipientsÓ). Such designees may be changed at any time by written notice. Except for such Eligible Support Recipients, Customer will be solely responsible for the support of all Customer personnel and Users using Company Services. 

9. Warranties.
       9.1. Mutual. Each Party represents and warrants to the other that (a) the execution and performance of this MSA does not and will not violate any other contract, obligation, or instrument to which it is a party, or that is binding upon it, including terms relating to covenants not to compete and confidentiality obligations; (b) it has the right and authority to enter into this MSA and, with respect to Customer, that the signatory hereunder has the right and authority to enter into this MSA; and (c) the execution, delivery, and performance of this MSA and the consummation of the transactions contemplated by this MSA have been duly authorized by the requisite corporate action on the part of such Party, and this MSA constitutes the valid and binding obligation of such Party enforceable against it in accordance with the terms hereof. Each Party acknowledges that this MSA may be subject to certain additional representations and warranties that may be set forth in one or more Order Form to this MSA, as applicable to the subject matter of each such Order Form.
       9.2. Company Warranties. During the License Term, Company warrants, for the benefit of Customer only, that the Application will conform in all material respects to the then-current Documentation, provided that such warranty will not apply to failures to conform to the Documentation to the extent such failures arise from any modification of the Application by Customer or any third party or any combination of the Application with software, hardware, or other technology not provided by Company under this MSA. CustomerÕs sole and exclusive remedy for any breach of the foregoing warranty shall be: (a) repair or replacement of the non-conforming Application to make it conforming; or, at CompanyÕs option (b) refund of the amounts prepaid but unused and termination of this MSA without further liability hereunder. Company further represents and warrants that its provision of the Company Services will comply with all applicable state and federal laws, rules, and regulations.
       9.3. Customer Warranties. Customer represents and warrants that: (a) it will, at its own expense, obtain sufficient rights and all third-party consents and permissions that may be necessary and appropriate to permit CompanyÕs access to and use of the Customer Materials; (b) its use of the Company Services will comply with all applicable state and federal laws, rules, and regulations and not violate any personÕs right of privacy or publicity; and (c) Customer is not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a Òterrorist supportingÓ country, and Customer is not listed on any U.S. Government list of prohibited or restricted parties.  
       9.4. No Other Warranties. Subject to any applicable warranties set forth in any Order Form to this MSA, except as expressly warranted in this MSA, the Company Services and any other materials, software, data, or services provided by Company are provided Òas isÓ and Òwith all faults,Ó and Company expressly disclaims all other warranties of any kind or nature, whether express, implied, or statutory, including but not limited to, any additional or implied warranties of non-infringement, merchantability, or fitness for a particular purpose. No warranty is made by Company on the basis of trade usage, course of dealing, or course of performance. Company does not warrant that the Company Services or any software, other information, materials, technology, or services provided under this MSA will meet CustomerÕs requirements or that the operation thereof will be uninterrupted or error-free, or that all errors will be corrected. Customer acknowledges that CompanyÕs obligations under this MSA are for the benefit of Customer only. THE Company Services may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications and Company is not responsible for any delays, delivery failures, or other damage resulting from such problems. No oral or written information given by Company, its employees, agents, licensors, or the like will create a warranty, except for the Warranties expressly set forth in this MSA or an Order Form. In certain jurisdictions, the law may not permit or may limit the disclaimer of warranties, so the disclaimer in this Section may not apply to you or may be limited in its application. 

10. Limitation of Liability.
       10.1. Limitations. IN NO EVENT WILL EITHER PARTY BE LIABLE TO OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE CUMULATIVE LIABILITY OF EITHER PARTY TO THE OTHER FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS MSA, INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, WILL NOT EXCEED THE GREATER OF (A) U.S. $25,000.00, OR (B) THE TOTAL AMOUNT OF ALL FEES PAID TO COMPANY BY CUSTOMER IN THE SIX (6) MONTHS PRECEDING THE DATE ON WHICH THE APPLICABLE CLAIM AROSE UNDER THE APPLICABLE ORDER FORM. THE LIMITATIONS OF LIABILITY IN THIS SECTION 10.1 ARE INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS MSA HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.
       10.2. Essential Basis. The disclaimers, exclusions, and limitations of liability set forth in this MSA form an essential basis of the bargain between the Parties, and, absent any of such disclaimers, exclusions, or limitations of liability, the provisions of this MSA, including, without limitation, the economic terms, would be substantially different.

11. Indemnification.
       11.1. By Company. Company will defend, indemnify, and hold Customer harmless against all third-party costs and reasonable expenses actually incurred (including reasonable attorneysÕ fees actually incurred), damages, and liabilities to the extent arising out of any third-party claim that the Company Services infringe any U.S. patent issued as of the Effective Date or any copyrights or trade secrets under applicable laws of any jurisdiction within the United States. Notwithstanding the foregoing, Company will have no obligation or liability to the extent that the alleged infringement arises from a Customer Indemnity Responsibility. Upon the occurrence of a claim for which indemnity is or may be due under this Section 11.1, or in the event that Company believes that such a claim is likely, Company may, at its option (a) modify the Company Services so that it becomes non-infringing, or substitute functionally equivalent software or services; (b) procure the rights to use such infringing component(s); or (c) terminate this MSA on written notice to Customer and refund to Customer any prepaid but unused fees. The obligations set forth in this Section 11 (Indemnification) will constitute CompanyÕs entire liability and CustomerÕs sole remedy for any actual or alleged infringement or misappropriation.
       11.2. Indemnification by Customer. Customer will indemnify, hold harmless, and, at CompanyÕs option, defend Company from and against all losses, expenses (including reasonable attorneysÕ fees), damages, and liabilities resulting from any third-party claim arising from: (a) CustomerÕs breach of any representation or warranty under this MSA; (b) the Customer Materials; (c) CustomerÕs use of the Company Services in breach of this MSA or as specified in any Documentation; or (d) modification of the Company Services by any person other than Company or its authorized agents (circumstances under clauses (a) through (d), each, a, ÒCustomer Indemnity ResponsibilityÓ).
       11.3. Procedures. The indemnification obligations set forth above are conditioned on the indemnified Party: (a) promptly notifying the indemnifying Party of any claim that may be subject to an indemnification obligation; (b) granting the indemnifying Party sole control over the defense and settlement of any such claim; and (c) assisting the indemnifying Party as reasonably requested and at the indemnifying PartyÕs sole expense. Notwithstanding the foregoing, the indemnifying Party will not settle any third-party claim against the indemnified Party unless such settlement completely and forever releases the indemnified Party with respect thereto or unless the indemnified Party provides its prior written consent to such settlement.

12. Auditing Rights. Company will have the right, at its own expense and upon reasonable prior notice, to audit the use of the Company Services. Customer agrees to reasonably cooperate with CompanyÕs audit and provide commercially reasonable assistance and access to information. Provided that if such audit reveals that Customer has underpaid Company with respect to any amounts due and payable during the period to which such audit relates, Customer will promptly pay such amounts as are necessary to rectify such underpayment, together with interest in accordance this MSA. Such auditing rights will extend throughout the Services Term (defined below) and for a period of one (1) year after the termination or expiration of this MSA.

13. Term and Termination.
       13.1. Services Term. The Company Services will be for an initial term (ÒInitial TermÓ), which will commence on the Effective Date and continue for the duration specified on the applicable Order Form, or, if no duration is specified, then twelve (12) months from the Effective Date. Thereafter, the term will automatically renew (each a ÒRenewal TermÓ) at the end of the Initial Term for a Renewal Term of the same duration as the Initial Term at the then current fees, unless either Party provides the other Party with written notice of non-renewal at least ninety (90) days before the end of the then current Services Term. The Services Term will continue as provided in this Section 13.1 unless earlier terminated in accordance with Sections 13.2 (Termination for Breach) or 13.3 (Termination Upon Bankruptcy). The Initial Term and any Renewal Terms are collectively referred to herein as the ÒServices Term.Ó
       13.2. Termination for Breach. Either Party may terminate this MSA immediately upon written notice in the event that the other Party materially breaches this MSA and fails to cure such breach (or to commence diligent efforts, which are reasonably acceptable to the Party that first provided notice, to cure such breach) within thirty (30) days after receiving written notice thereof.
       13.3. Termination Upon Bankruptcy. Either Party may terminate this MSA immediately upon written notice after the other Party has (a) executed an assignment for the benefit of creditors; or (b) filed for relief under any applicable bankruptcy, reorganization, moratorium, or similar debtor relief laws; or (c) in the event that a receiver has been appointed for the other Party or any of its assets or properties; or (d) an involuntary petition in bankruptcy has been filed against such other Party, which proceeding or petition has not been dismissed, vacated, or stayed within thirty (30) days.
       13.4. Termination of Individual Order Form. In addition to each PartyÕs rights under Sections 13.2 (Termination for Breach) and 13.3 (Termination Upon Bankruptcy), each Party may terminate any particular Order Form according to any provision therein permitting such termination, provided that this MSA will remain in full force and effect in accordance with their respective terms.
       13.5. Suspension. If Customer fails to pay undisputed amounts in accordance with this MSA or, if and as necessary to protect the security of the Company Services, Company may, in addition to any of its other rights or remedies, immediately suspend the Company Services to Customer, without liability to Customer until such amounts are paid in full or such threat is resolved, as applicable; provided, however, that such suspension is not inconsistent with certain regulatory requirements related to protected health information.
       13.6. Accrued Obligations. Termination of this MSA or any particular Order Form will not release the Parties from any liability that, at the time of termination, has already accrued or that thereafter may accrue with respect to any act or omission before termination, or from any obligation that is expressly stated in this MSA or any applicable Order Form to survive termination. Notwithstanding the foregoing, the Party terminating this MSA or any Order Form as permitted by any provision in this Section 13 will incur no additional liability merely by virtue of such termination. Termination of this MSA or any applicable Order Form, regardless of cause or nature, will be without prejudice to any other rights or remedies of the Parties and will be without liability for any loss or damage occasioned thereby.
       13.7. Effect of Termination. Upon any termination of this MSA, each Party will: (a) immediately discontinue all use of the other PartyÕs Confidential Information; and (b) promptly pay all amounts due and remaining payable hereunder. 
       13.8. Survival of Obligations. The provisions of Sections 2.2 (Order of Precedence), 3 (Fees and Payments), 4 (Confidentiality), 6.1 (Regulatory and FDA Compliance), 7 (Ownership and Proprietary Rights) through 11 (Indemnification), 12 (Auditing Rights), 13.6 (Accrued Obligations), 13.7 (Effect of Termination), 13.8 (Survival of Obligations), and 14 (General Terms), as well as CustomerÕs obligations to pay any amounts due and outstanding hereunder, will survive termination or expiration of this MSA.

14. General Terms.
       14.1. Dispute Resolution. In the event that a claim, controversy, or dispute relating to this MSA arises between the Parties, either Party will, by written notice, call a meeting regarding the dispute to be attended (in person or by phone) by executive officers of each Party, with authority to settle the dispute, who will attempt in good faith, to resolve the dispute. If the dispute cannot be resolved through good faith negotiations within forty-five (45) days from the initial meeting between the officers, then either Party may, subject to Section 14.3 (Waiver of Jury Trial) pursue its remedies at law. Before any litigation may be commenced against either Party, a Party will provide ten (10) daysÕ written notice of the alleged default and intent to file a lawsuit to the other Party. Notwithstanding the foregoing terms, the Parties agree that a Party may promptly file a claim in the event the statute of limitations (as modified pursuant to Section 14.4 (Causes of Action)) is due to expire for a claim within the forty-five (45) day or ten (10) day period contemplated in this Section 14.1. All negotiations pursuant to this Section 14.1 will be confidential and will be treated as compromise and settlement negotiations for purposes of the applicable rules of evidence to the fullest extent permitted under such rules.
       14.2. Equitable Relief. Notwithstanding Section 14.1 (Dispute Resolution), if a Party determines, in good faith, that a breach or threatened breach of the terms of this MSA by the other Party would result in irreparable harm, such that a temporary restraining order or other form of injunctive relief is the only appropriate and adequate remedy, such Party may proceed directly to court and may obtain such relief, without having to post a bond or other security, and without having to prove the inadequacy of other available remedies.
       14.3. Waiver of Jury Trial. To the fullest extent permissible under applicable law, each Party hereby knowingly and voluntarily waives any and all rights to a jury trial, to the fullest extent that any such right will now or hereafter exist, in any proceeding, claim, counterclaim, or other action involving any dispute or matter arising under this MSA or in any manner related to the Company Services.
       14.4. Causes of Action. No action arising from or related to this MSA may be brought by either Party more than two (2) years after the cause of action has accrued.
       14.5. Entire Agreement. This MSA and each of its attachments and exhibits, each incorporated herein and made part hereof, sets forth the entire agreement and understanding between the Parties with respect to the subject matter hereof and, except as specifically provided herein, supersedes and merges all prior oral and written agreements, discussions, and understandings between the Parties with respect to the subject matter hereof, and neither of the Parties will be bound by any conditions, inducements, or representations other than as expressly provided for herein.
       14.6. Applicable Law. This MSA and the rights and obligations of the Parties will be construed in accordance with, and will be governed by, the laws of the State of Delaware, without giving effect to its rules regarding conflicts of laws. Each Party agrees that any and all causes of action between the Parties arising from or in relation to this MSA will be brought exclusively in the federal or state courts located in Kent County, Delaware.
       14.7. Force Majeure. Company will be excused from performance of its obligations under this MSA if such a failure to perform results from compliance with any requirement of applicable law, acts of God, fire, strike, embargo, terrorist attack, war, insurrection, riot, or other causes beyond the commercially reasonable control of Company. The obligations and rights of Company will be extended on a day-to-day basis for the period of time equal to that of the underlying cause of the delay as long as such delay remains beyond CompanyÕs commercially reasonable control.
       14.8. Notices. All notices required by or relating to this MSA will be in writing and will be sent by means of certified mail, postage prepaid, to the Customer at the address set forth on the Order Form, and to Company at 50 Fountain Plaza, Suite 1400A, Buffalo, NY 14202, to the attention of Contract Management, or any other address a party may subsequently designate to the other party. Such notices will be effective on the date indicated in such confirmation.
       14.9. Assignment. Customer will not assign its rights or delegate its obligations under this MSA without CompanyÕs prior written consent, and, absent such consent, any purported assignment or delegation by Customer will be null, void, and of no effect. This MSA will be binding upon and inure to the benefit of Company and Customer and their successors and permitted assigns.
       14.10. Independent Contractors. The Parties acknowledge and agree that the relationship arising from this MSA does not constitute or create any joint venture, partnership, employment relationship, or franchise between them, and the Parties are acting as independent contractors in making and performing under this MSA. Neither Party will have any authority to bind or make commitments on behalf of the other Party for any purpose, nor will any such Party hold itself out as having such authority.
       14.11. AttorneysÕ Fees. In the event that either Party is required to bring an action in connection with the performance, breach, or interpretation of this MSA, the prevailing Party in such action shall be entitled to recover from the other Party all reasonable costs and expenses of litigation, including reasonable attorneysÕ fees, court costs, costs of investigation, accounting, and other costs reasonably related to the litigation in both the trial and appellate courts.
       14.12. Amendments and Purchase Orders. No modification or amendment of any provision of this MSA will be binding upon the Parties, unless evidenced by a writing that references this MSA and is duly signed by an authorized representative from each Party. Any terms and conditions stated on a Customer invoice, purchase order, or other accounting statement, whether delivered by Customer prior to or subsequent to this MSA are hereby expressly disclaimed.
       14.13. Waiver. No waiver under this MSA will be valid or binding unless set forth in writing and duly executed by the Party against whom enforcement of such waiver is sought. Any such waiver will constitute a waiver only with respect to the specific matter described therein and will in no way impair the rights of the Party granting such waiver in any other respect or at any other time. Any delay or forbearance by either Party in exercising any right hereunder will not be deemed a waiver of that right.
       14.14. Severability. If any provision of this MSA is invalid or unenforceable for any reason in any jurisdiction, such provision will be construed to have been adjusted to the minimum extent necessary to cure such invalidity or unenforceability. The invalidity or unenforceability of one or more of the provisions contained in this MSA will not have the effect of rendering any such provision invalid or unenforceable in any other case, circumstance or jurisdiction, or of rendering any other provisions of this MSA invalid or unenforceable whatsoever.
       14.15. No Third Party Beneficiaries. The Parties acknowledge that the covenants set forth in this MSA are intended solely for the benefit of the Parties, their successors and permitted assigns, as expressly contemplated in Section 14.9. Nothing herein, whether express or implied, will confer upon any person or entity, other than the Parties, their successors and permitted assigns (as expressly contemplated in Section 14.9), any legal or equitable right whatsoever to enforce any provision of this MSA.
       14.16. Government End-Users. Each of the components that constitute the Company Services or the Application is a Òcommercial itemÓ as that term is defined at 48 C.F.R. ¤ 2.101, consisting of Òcommercial computer softwareÓ and/or Òcommercial computer software documentationÓ as such terms are used in 48 C.F.R. ¤ 12.212. Consistent with 48 C.F.R. ¤ 12.212 and 48 C.F.R. ¤¤ 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Company Services and Application with only those rights set forth herein. Company reserves unpublished rights under the copyright laws of the United States.
       14.17. Export Control. Customer acknowledges and agrees that products, services, and technology provided by Company are subject to the export control laws and regulations of the United States. Customer may not use, export, import, or transfer the Application except as authorized by U.S. law. In particular, but without limitation, the Application may not be exported or re-exported (a) into any United States embargoed countries; or (b) to anyone on the U.S. Treasury DepartmentÕs list of Specially Designated Nationals or the U.S. Department of CommerceÕs Denied PersonÕs List or Entity List. Further, Customer will not use the Application for any purpose prohibited by U.S. law, including the development, design, manufacture, or production of missiles, nuclear, chemical, or biological weapons.
       14.18. Counterparts; Headings; Interpretation. This MSA may be executed in any number of counterparts, each of which when so executed will be deemed to be an original and all of which when taken together will constitute one Agreement. Transmission by fax or electronic mail of an executed counterpart to this MSA will be deemed due and sufficient delivery of such counterpart, and a photocopy of an executed counterpart sent by fax or electronic mail may be treated by the Parties as a duplicate original. The headings in this MSA are inserted merely for the purpose of convenience and will not affect the meaning or interpretation of this MSA. Unless the context suggests otherwise, the words ÒincludeÓ, Òincludes,Ó and ÒincludingÓ mean include, includes, and including Òwithout limitation.Ó Capitalized terms defined in the singular include the plural and vice versa. Reference to and the definition of any document will be deemed a reference to such document, including any schedules or exhibits thereto, as it may be amended, supplemented, revised, or modified.
       14.19. Publicity. Notwithstanding anything in this MSA to the contrary, Company may identify Customer as a customer of Company and may use the CustomerÕs name, logos, and marks in press releases, general advertising materials, case studies, and other promotional materials, provided that Company will include protective legends necessary to protect CustomerÕs rights in and to its trademarks, service marks, or copyrighted materials. Any other use made by Company will only occur upon the receipt of prior written approval from Customer.
       14.20. Jointly Drafted. The Parties have participated jointly in the negotiation and drafting of this MSA. If an ambiguity or question of intent or interpretation arises, this MSA will be construed as if drafted jointly by the Parties, and no presumption or burden of proof will arise favoring or disfavoring either Party by virtue of the authorship of any of the provisions of this MSA.


This MSA is made and effective as of the Effective Date and is executed by a duly authorized representative of each Party as follows:

StudioAI, Inc.

Signature:		
Deepak Bandi, CEO and Founder		

Date:	
Customer:		 

Signature:		

Name:		

Title:		

Date:	


Notices to be provided to:
Attn:		 
Address:

							
				

[A1]IÕm calling it StudioAI Payer Solutions for AWS. Is there a better name for it?
[A2]Name repeated
[A3]Please verify my language here from a technical standpoint. I believe access through AWS will be via an API but I want to be certain. 
[A4]Is this section applicable under an AWS API model?
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