Master Services Agreement
Dated October 4, 2026. Owazo Inc., doing business as Owazo AI.
Owazo Inc., a Texas corporation ("Owazo AI"), and the client identified in an Order Form ("Client").
This Master Services Agreement, dated 4 October 2026, governs all services Owazo AI provides to Client.
1.1 Three documents. This agreement states the terms that apply to every service. A Service Schedule describes one service: what Owazo AI provides, what is excluded, how its fees are charged, the term and the notice, and any limits particular to that service. An Order Form identifies the Client, the schedules and any annex that apply, the price and any agreed variation.
1.2 Acceptance. Client accepts this agreement by signing an Order Form that identifies it by version and date, or, for a service Owazo AI offers for purchase online, by selecting the box on Owazo AI's booking form confirming agreement to this agreement and the Service Schedule, each identified there by version and linked for review. For an online purchase, the booking confirmation Owazo AI sends serves as the Order Form, recording the Client, the service, the date and the price paid. Otherwise, this agreement, each Service Schedule and any annex are signed through the Order Form, never on their own, and a copy of each is included with the Order Form when it is sent for signature.
1.3 Which document wins. Where the documents conflict, the order of precedence is: the Order Form, then the Service Schedule, then this agreement. An annex is subordinate to the Order Form, and changes a Service Schedule or this agreement only to the extent the annex expressly says so. A term negotiated on the Order Form therefore prevails over standard wording.
1.4 Adding a service. A further service is added by signing a further Order Form. It requires no new negotiation of this agreement.
1.5 Versions. Each Order Form incorporates the versions of this agreement and of each Service Schedule identified on it, and that version governs that service for its duration. A later version does not apply to a service already in progress unless both parties agree in writing. Owazo AI keeps each superseded version available on request.
2.1 Owazo AI will perform the services described in each Service Schedule with reasonable skill and care, using suitably qualified personnel. Owazo AI decides who performs the services and may change them at any time, provided the standard in this section is met. No individual is promised to Client, and no service depends on a named person.
2.2 Anything not described in a Service Schedule or Order Form is excluded. Additional work requires a written change order, agreed by both parties before the work begins.
2.3 Owazo AI may use subcontractors, and remains responsible for their work under this agreement.
2.4 A change order is a written record of the change, its effect on the fees and on any dates, signed or confirmed by email by the approver named on the Order Form. Nothing said on a call or in passing changes the scope, the fees or a date. Owazo AI may decline a change, and work continues under the existing scope until a change order is agreed.
3.1 Client will provide timely access to the systems, accounts, data, people, decisions and approvals Owazo AI reasonably needs. Delays caused by Client may move dates and may increase fees.
3.2 Client is responsible for the accuracy, legality and quality of the data and materials it provides, and confirms it has the right to provide them.
3.3 Owazo AI will not enter Client's credentials on Client's behalf and will ask Client to perform any step requiring them. Client remains responsible for its own accounts, users, permissions, devices, subscriptions and backups, and may withdraw Owazo AI's access at any time.
4.1 Definitions. "Work Product" means the deliverables created specifically for Client under a Service Schedule. "Owazo AI Materials" means everything Owazo AI brings to or develops outside that engagement, including its methods, templates, prompts and prompt patterns, workflows, frameworks, connectors, tools and know-how, whether created before, during or after the engagement. "Third-Party Materials" means software, platforms, APIs and AI models owned by others.
4.2 Client owns the Work Product on payment in full of the fees due under the applicable Service Schedule. A fee of zero, or a net price of zero after a reference credit, counts as paid in full on signature, and a reference credit that later becomes payable does not delay or reverse ownership or the license in 4.4.
4.3 Owazo AI owns the Owazo AI Materials, including where they are adapted for Client.
4.4 License. Where Owazo AI Materials are built into a deliverable or needed to use it, Owazo AI grants Client, on payment in full of the fees for that deliverable, a non-exclusive, perpetual, royalty-free license to use, display, operate, host, reproduce, modify and maintain them as part of that deliverable, including through contractors acting on Client's behalf. The license passes with the deliverable if Client transfers it or its business. Client may not extract them from the deliverable, or resell, sublicense, distribute or reuse them independently of it, or offer them as a product or service.
4.5 Third-Party Materials remain their owners' and are subject to their own terms, pricing and availability. Client is responsible for obtaining and paying for them unless a Service Schedule says otherwise.
4.6 Feedback. Owazo AI may use general knowledge, skills and experience gained in performing the services, provided it discloses no Confidential Information.
5.1 "Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential. Client's includes its data, business processes, credentials, customer and financial information. Owazo AI's includes the Owazo AI Materials, its pricing methods and its documentation patterns.
5.2 Each party will use the other's Confidential Information only to perform or receive the services, and will protect it with at least the care it uses for its own.
5.3 The obligation does not apply to information that is public through no breach, was already rightfully known, is independently developed, or must be disclosed by law, where the receiving party, to the extent the law permits, gives prompt notice and cooperates in limiting the disclosure.
5.4 The obligation lasts three years after the last service ends, and indefinitely for trade secrets.
5.5 Owazo AI binds every person and subcontractor it puts on the services to confidentiality obligations no less protective than this section, and remains responsible for their compliance with it.
5.6 Where a Service Schedule or Order Form requires background screening of the people performing the services, Owazo AI will carry it out to the standard stated there, at its own cost.
6.1 Owazo AI processes Client data only to provide the services. It will not sell Client data, and will not use it to train or improve any AI model, its own or anyone else's, without Client's written permission.
6.2 Owazo AI will apply commercially reasonable administrative, technical and physical safeguards, including multi-factor authentication where available, least-privilege access, secure credential storage and encryption in transit.
6.3 Owazo AI uses third-party platforms and AI services to deliver the services, and Client's data, including personal information, may be processed by them under their own terms. Owazo AI selects providers offering commercially reasonable protections and identifies them on request.
6.4 Owazo AI is not responsible for monitoring, administering or backing up Client's systems unless a Service Schedule says so.
6.5 Each party will notify the other without undue delay on becoming aware of any unauthorized access to the other's data in its possession.
6.6 Personal information. Client decides what personal information is collected through or held in the services and why. Owazo AI processes it only on Client's instructions and only to provide the services.
6.7 Client is responsible for the lawfulness of what it collects, for its own privacy notice, and for responding to requests from the people its records describe. Owazo AI will assist with such a request at reasonable cost.
6.8 On termination, Owazo AI returns or deletes the personal information it holds for Client, except anything it must keep by law, and confirms this on request.
7.1 AI systems produce probabilistic output that can be inaccurate, incomplete, out of date or biased. Owazo AI does not warrant the factual accuracy or completeness of AI-generated output.
7.2 Client is responsible for reviewing and approving AI-generated output before relying on it, and for maintaining human oversight of any automated process affecting its business. Owazo AI does not monitor automated workflows or AI output in real time unless a Service Schedule says so.
7.3 Owazo AI is not responsible for changes made by third-party providers to model behavior, output quality, functionality, pricing, licensing or availability.
8.1 Owazo AI provides technology consulting and implementation services. It does not provide legal, tax, accounting, regulatory or compliance advice.
8.2 Client is responsible for determining which laws and industry requirements apply to its business and to its use of the services and deliverables, including those governing health information, personal data, payment card data and financial services, and for obtaining its own advice before using them in a regulated context. Owazo AI remains responsible for complying with the laws that apply directly to its own performance of the services.
9.1 Fees are stated in the Order Form or Service Schedule, are in U.S. dollars, and are non-refundable except where expressly stated.
9.2 Recurring fees are charged in advance to the payment method held on file, on the cycle stated in the Service Schedule. Invoiced fees are due within thirty days.
9.3 If a payment fails or is overdue, Owazo AI will notify Client in writing. Owazo AI may suspend the services if the payment remains outstanding ten days after that notice, and will not suspend or withdraw access without giving it. Overdue amounts may bear interest at 1.5 percent per month or the maximum permitted by law, whichever is less.
9.4 Fees exclude sales, use and similar taxes, which are Client's responsibility, other than taxes on Owazo AI's income.
9.5 Third-party subscription, platform and usage costs are Client's unless a Service Schedule includes them. Pre-approved out-of-pocket expenses are reimbursed at cost.
9.6 Owazo AI may revise recurring fees on sixty days' written notice, taking effect at the next renewal.
9.7 Travel. Owazo AI travels only where a Service Schedule, Order Form or change order says so. Airfare, lodging, ground transport and meals are reimbursed at cost, with receipts, against an estimate Client approves in writing before the trip. Travel time is not charged. Client pays any cost that is non-refundable where Client cancels or reschedules within seven days of departure.
10.1 Owazo AI warrants that the services will be performed in a professional and workmanlike manner and that deliverables will materially meet the criteria stated in the applicable Service Schedule.
10.2 Owazo AI does not warrant any particular business outcome, including revenue, cost savings, efficiency or return on investment, which depend on Client's adoption, data, processes, people, third-party systems and market conditions.
10.3 Owazo AI does not warrant that deliverables will be error-free or uninterrupted, compatible with future changes to Client's systems or third-party platforms, or maintainable by Client without qualified resources.
10.4 EXCEPT AS STATED IN THIS AGREEMENT OR A SERVICE SCHEDULE, OWAZO AI MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
11.1 OWAZO AI'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO A SERVICE SCHEDULE, INCLUDING CLAIMS UNDER THE ORDER FORM OR ANY ANNEX FOR THAT SCHEDULE, WILL NOT EXCEED THE GREATEST OF: (A) THE ONE-TIME FEES PAID OR PAYABLE UNDER THAT SERVICE SCHEDULE; (B) THE RECURRING FEES PAID OR PAYABLE UNDER IT IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM; AND (C) FIVE THOUSAND U.S. DOLLARS. IF A SINGLE CLAIM RELATES TO MORE THAN ONE SERVICE SCHEDULE, THE LIMIT IS THE SUM OF THE LIMITS FOR THOSE SCHEDULES.
11.2 NEITHER PARTY IS LIABLE TO THE OTHER FOR LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, BUSINESS INTERRUPTION, LOSS OF DATA OR USE, OR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES.
11.3 These limits do not apply to either party's gross negligence, willful misconduct or fraud.
11.4 FOR OWAZO AI'S BREACH OF SECTION 5 OR SECTION 6, AND FOR ITS OBLIGATIONS UNDER SECTION 12.1, OWAZO AI'S LIABILITY CAP IS THREE TIMES THE CAP CALCULATED UNDER 11.1, UNLESS A SERVICE SCHEDULE OR ORDER FORM STATES A HIGHER AMOUNT.
11.5 Owazo AI is not liable for loss arising from Client's failure to maintain required accounts, subscriptions or credentials, unauthorized modification of deliverables, failure to oversee automated workflows or AI output, or changes made by third-party providers.
12.1 OWAZO AI WILL DEFEND AND INDEMNIFY CLIENT AGAINST THIRD-PARTY CLAIMS THAT A DELIVERABLE INFRINGES THAT THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS, EXCLUDING CLAIMS ARISING FROM CLIENT'S INSTRUCTIONS, CLIENT'S DATA, CLIENT-SELECTED TOOLS, THIRD-PARTY MATERIALS, OR MODIFICATIONS OWAZO AI DID NOT MAKE.
12.2 IF A DELIVERABLE IS, OR IN OWAZO AI'S REASONABLE VIEW IS LIKELY TO BE, THE SUBJECT OF SUCH A CLAIM, OWAZO AI MAY AT ITS OPTION AND COST OBTAIN THE RIGHT FOR CLIENT TO KEEP USING IT, MODIFY OR REPLACE IT SO THAT IT NO LONGER INFRINGES AND WORKS MATERIALLY THE SAME, OR, IF NEITHER IS COMMERCIALLY REASONABLE, WITHDRAW THE AFFECTED ITEM AND REFUND THE FEES PAID FOR IT. SECTIONS 12.1 AND 12.2 STATE OWAZO AI'S ENTIRE OBLIGATION FOR INFRINGEMENT CLAIMS.
12.3 CLIENT WILL DEFEND AND INDEMNIFY OWAZO AI AGAINST THIRD-PARTY CLAIMS ARISING FROM CLIENT'S DATA OR MATERIALS, CLIENT'S USE OF DELIVERABLES OUTSIDE THE PERMITTED SCOPE, CLIENT'S MODIFICATION OF DELIVERABLES OR OPERATION OF THEM CONTRARY TO THIS AGREEMENT OR TO OWAZO AI'S WRITTEN INSTRUCTIONS, OR CLIENT'S FAILURE TO COMPLY WITH LAWS APPLICABLE TO IT OR WITH THIRD-PARTY TERMS.
12.4 THE INDEMNIFIED PARTY WILL GIVE PROMPT WRITTEN NOTICE, ALLOW THE INDEMNIFYING PARTY TO CONTROL THE DEFENSE AND SETTLEMENT, AND COOPERATE AT THAT PARTY'S EXPENSE. NO SETTLEMENT IMPOSING AN OBLIGATION ON THE INDEMNIFIED PARTY MAY BE MADE WITHOUT ITS CONSENT.
13.1 This agreement starts when first accepted and continues until terminated. Each Service Schedule has its own term, notice period and renewal terms, stated in that schedule.
13.2 Either party may terminate this agreement on thirty days' written notice when no Service Schedule is active. While a Service Schedule is active, that schedule's own notice provisions govern.
13.3 Either party may terminate this agreement or any Service Schedule on written notice if the other materially breaches it and the breach remains uncured fifteen business days after written notice describing it.
13.4 On termination, Client pays for services performed through the termination date, each party returns or destroys the other's Confidential Information on request, and anything a Service Schedule says about what happens to records, access and materials at the end of that service applies.
13.5 Sections 4, 5, 6, 8, 9 as to amounts owed, 10 as to services already performed, 11, 12, 13.4, 13.5, 13.6 and 14 survive termination.
13.6 On termination, Owazo AI gives Client the materials it holds for Client, in a common format, on request made within thirty days. After that Owazo AI may delete them, subject to 6.8 and to anything a Service Schedule says about handover.
14.1 Independent contractor. Owazo AI is an independent contractor. Nothing here creates an employment, partnership, joint venture or agency relationship, and Owazo AI is responsible for its own taxes, insurance and personnel.
14.2 Governing law and disputes. Texas law governs, without regard to its conflict of law rules. The parties will first attempt to resolve any dispute by good-faith negotiation for thirty days after written notice. Any unresolved dispute will be settled by binding arbitration in Austin, Texas under the Commercial Arbitration Rules of the American Arbitration Association. Either party may seek injunctive relief in court to prevent irreparable harm, and either party may instead bring a claim within the limits of a Texas justice court in that court.
14.3 Entire agreement. This agreement, together with its Service Schedules, Order Forms and any annex incorporated by an Order Form, is the entire agreement on its subject and supersedes prior proposals and understandings. Changes must be in writing and agreed by both parties.
14.4 Notices. Notices must be in writing and sent to the email or postal address on the Order Form, or to [email protected] for Owazo AI. Email notice is effective on acknowledgment of receipt or on the next business day after sending, whichever is earlier.
14.5 Non-solicitation. During the services and for twelve months afterward, Client will not directly solicit for employment or engagement any Owazo AI person or subcontractor who performed the services, without Owazo AI's written consent. General advertisements, and people who approach Client without being solicited, are not covered.
14.6 Assignment. Neither party may assign this agreement without the other's written consent, except that Owazo AI may assign it, together with its Service Schedules and Order Forms, to an affiliate or to a successor in connection with a reorganization, merger, acquisition or sale of substantially all of its assets. Client's consent is not required for such an assignment, and Owazo AI will notify Client of it.
14.7 Publicity. Neither party will use the other's name or marks publicly without written permission, except where a Service Schedule or annex expressly provides otherwise.
14.8 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including acts of God, government action, internet or platform outages and natural disasters, where it gives prompt notice and works reasonably to limit the impact.
14.9 Severability and waiver. If any provision is unenforceable, the rest continues and that provision is narrowed to the minimum extent needed to make it enforceable. A waiver is effective only in writing, and waiving one breach does not waive another.
14.10 Counterparts and electronic signature. An Order Form may be signed electronically and in counterparts, each of which is an original. For an online purchase, selecting the agreement box on the booking form is Client's electronic signature.