MASTER SERVICES AGREEMENT

Version 2026.3   July 07, 2026

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THIS MASTER SERVICES AGREEMENT (“Agreement”) is entered into between Tria Prima, LLC, a Texas limited liability company (“Company”), and the client identified in the applicable Order Form or Statement of Work that references this Agreement (“Client”). This Agreement governs all Services and Product Services that Company provides to Client and applies to each Order Form and Statement of Work executed by Client that references it. This Agreement takes effect on the effective date of the first such Order Form or Statement of Work (the “Effective Date”) and continues as provided in Section 5 (Term and Termination). By executing any Order Form or Statement of Work that references this Agreement, Client agrees to be bound by it.

 

RECITALS

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The Company operates a business that provides consulting services associated with marketing strategy and planning, customer experience design, marketing and customer relationship management, marketing technology consulting and system implementations, subscription-based technology and data products, and general business strategy for a variety of clients in various industries.

The Client desires to engage Company, and Company desires to accept and perform such services, on the terms and subject to the conditions set forth in this Agreement.

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AGREEMENT

NOW THEREFORE, for and in consideration of payment, mutual covenants, promises, representations, and releases herein contained, the receipt and sufficiency of which is hereby acknowledged, the Company and Client agree as follows:

1. Services.  Company agrees to perform services (the “Services”) for Client as detailed in one or more project descriptions (each a “Statement of Work”). Company shall, in its sole discretion, determine the method, details, and means of performing the Services and providing any deliverables (the “Deliverables”), subject to the specifications set forth in the applicable Statement of Work. Each Statement of Work will expressly refer to this Agreement. In the event of disagreement or conflict between any term of this Agreement and any Statement of Work, the terms of the Statement of Work shall control.
    

2. Product Services.  Certain offerings provided by Company are subscription-based technology products and related data services (“Product Services”), including data, identity, API-based, and other technology products that Company may make available now or in the future. Each Product Service, and the processing of any data in connection with it, is governed by the applicable product-specific agreement (each, a “Data Services Agreement” or “DSA”) and the applicable Order Form, which together with this Agreement form the parties’ integrated agreement for that Product Service. In the event of a conflict between this Agreement and the applicable Data Services Agreement or Order Form, the order of precedence in Section 22 shall control with respect to the Product Services.
    

3. Relationship.  Company and Client expressly agree and acknowledge that the relationship created by this Agreement is one of independent contractor. Nothing in this Agreement shall be deemed or construed by the parties or any third party as creating the relationship of principal and agent, partnership, or joint venture between the parties. Unless otherwise stated in the applicable Statement of Work, Company shall have sole discretion over the identity of its personnel used to provide the Services, provided that Company shall ensure that the personnel are in all cases suitably qualified and experienced.
    

4. Cooperation.  Each Statement of Work includes an overview of work to be completed with an estimate of cost, and Company and Client hereby agree to provide resources to develop and deliver any deliverables set forth in the Statement of Work in accordance with the project schedule. Client shall make available to Company a representative (“Client’s Representative”), who shall be authorized to make binding decisions for Client regarding the obligations which are the subject of this Agreement. Client understands that Company shall rely upon Client’s Representative as having the authority to make binding decisions on behalf of the Client. Client shall provide Company with timely access to any Client assets, including Client’s intellectual property, needed for Company to perform the Services (the “Client Materials”), and Client acknowledges that delays in cooperation by Client will likely result in delays to the project schedule and may impact budget. Client will be responsible for ensuring that all such Client Materials are accurate and complete. Company shall not be responsible for securing any necessary intellectual property rights that may be owned or retained by third parties.
    

5. Term and Termination.  This Agreement will begin on the Effective Date and will remain in force for an initial term of twenty-four (24) months unless earlier terminated by a party per this Agreement (the "Initial Term"). After the Initial Term, this Agreement will automatically renew for successive one (1) year periods (each a "Renewal Term") unless either party provides the other party with sixty (60) days' written notice of termination prior to the end of the Initial Term or the then-current Renewal Term. The Initial Term and Renewal Terms are the default term of this Agreement.
   
   Order Form and SOW Terms. Each Order Form and Statement of Work states the term applicable to the specific Product Services or Services purchased under it (the "Order Term"), including any committed initial term and renewal periods. The Order Term controls the duration of that purchase, and the default term of this Agreement applies only where an Order Form or Statement of Work is silent as to term. Notwithstanding the term of this Agreement, this Agreement will remain in effect for so long as any Order Form or Statement of Work remains in effect.
   
   Either party may terminate this Agreement (or an individual Order Form or Statement of Work) in the event the other party materially breaches it and fails to cure such breach within fifteen (15) days from receipt of written notice thereof. Either party may also terminate for convenience this Agreement, a Statement of Work, or an Order Form, or reduce the then-current team size under a Statement of Work as determined by the Company in good faith, with sixty (60) days' written notice (email is acceptable) to the other party. All Client termination or resource-reduction notices will be emailed to keith@triaprima.io.
   
   Notwithstanding the foregoing, for subscription-based Product Services with a committed Order Term, if Client terminates for convenience during that Order Term, Client shall remain responsible for the subscription fees for the remainder of the then-current Order Term, and shall not be responsible for fees for any period thereafter. Additional committed-term provisions for Product Services are set forth in the applicable Order Form and Data Services Agreement.

   • Material breach shall mean only (a) late payment by the Client; (b) a party is the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors; or (c) a party becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within sixty (60) days of filing.

   • Wind Down. Upon receipt of a notice of termination, the parties shall cooperate to wind down all activities with respect to any relevant Statements of Work in an orderly manner. Upon termination of this Agreement or Statement of Work, Client shall be obligated to pay Company for all Services rendered through the effective date of such termination, and Company shall then transfer Deliverables in the state of completion to Client upon payment of all fees due. Each party shall cease all use of and return or destroy the other party’s Confidential Information, other than any materials for which Client has paid; provided that a party may retain copies of Confidential Information stored on its IT backup and disaster-recovery systems until ordinary-course deletion, and shall remain bound by this Agreement with respect to such retained Confidential Information.
      

6. Compensation

   • Fees. Client will pay Company fees and other compensation as applicable as provided in the applicable Statement of Work or Order Form.

   • Invoices and Payment. Company shall provide invoices to Client every month or as indicated in the Statement of Work. All undisputed invoices shall be payable within fourteen (14) days of receipt by Client (net 14), and subscription fees for Product Services are invoiced monthly in advance. Payments not paid when due will accrue interest at the lesser of two and one-half percent (2.5%) per month or the highest rate allowed by law. If Company employs any legal process to recover any amount due, Client shall pay all costs of collection and reasonable attorneys’ fees. Upon Client’s failure to pay an invoice on time, the schedule associated with the Statement of Work may be changed at Company’s sole discretion.

   • Expenses. Client shall reimburse Company for expenses that have been pre-approved in writing, with appropriate documentation.

   • Taxes. All fees and other payables to Company do not include any use, sales, value-added, or other applicable taxes, duties, or tariffs (excluding any taxes based on Company’s net income), payment of which is the sole responsibility of Client. Client will immediately reimburse Company for any such amounts that Company pays on Client’s behalf.
      

7. Delivery and Acceptance.  Company will deliver the Deliverables to Client in accordance with the applicable Statement of Work. Client will be deemed to have accepted the Deliverables upon written approval, productive use of any portion of such Deliverables, or after ten (10) days immediately following delivery for which Company has not received written notice of denial.
    

8. Confidentiality.  During the course of performance of this Agreement, each party may disclose to the other certain confidential information. Each party shall hold the other party’s Confidential Information in confidence, use commercially reasonable efforts to protect it, not disclose it to any third party, and use it solely for the purpose of performing under this Agreement, except that a party may disclose to its employees and subcontractors who have a bona fide need to know and who are bound by written confidentiality obligations consistent with this Section. At termination for any cause, each party shall return or, at the Disclosing Party’s direction, destroy the other party’s Confidential Information (including all copies) and confirm destruction; provided that a party may retain copies stored on its IT backup and disaster-recovery systems until ordinary-course deletion and shall remain bound hereunder with respect to such retained copies. “Confidential Information” means any information (oral, written, or digital) provided or prepared by a party (“Disclosing Party”) and provided to or obtained by the other party (“Receiving Party”), including intellectual property, trade secrets, research, product plans, products, services, clients, frameworks, inventions, processes, designs, drawings, engineering, technical data, know-how, configuration information, marketing, or finances. Client’s Confidential Information includes Client Materials. Without limiting the foregoing, Company’s Confidential Information expressly includes Company’s proprietary API architecture, endpoint structures, authentication protocols, request/response logic, data-transformation methodologies, scoring algorithms, and related technical specifications. “Confidential Information” does not include information that: (a) is or becomes public through no fault of the Receiving Party; (b) was already in the Receiving Party’s possession prior to disclosure or is later disclosed to it without obligation by a third party having the right to disclose it; or (c) is independently developed without using the Disclosing Party’s Confidential Information. Nothing herein limits Company from using general knowledge, skill, and expertise acquired in performing this Agreement.
    

9. Data Protection.  Any collection, processing, or transmission of personal data in connection with Product Services is governed by the applicable Data Services Agreement, which sets forth Company’s data-handling commitments, the parties’ respective roles, the security and incident-notification obligations, the records, deletion, and audit mechanics, and the requirements that flow down from any applicable third-party data provider. To the extent this Agreement and the Data Services Agreement both address the handling of such data, the Data Services Agreement controls; to the extent a data-handling matter is not addressed in the Data Services Agreement, the confidentiality and security provisions of this Agreement apply.
    

10. Ownership of Intellectual Property.  Company acknowledges that Deliverables prepared by Company under this Agreement shall be the exclusive property of Client, conditioned upon full payment. Client acknowledges that the consulting frameworks, deliverable presentations, work processes, and other proprietary frameworks or processes developed by Company that are part of the Service are the sole property of Company and may be re-used at Company’s sole discretion for other clients. Client shall not utilize such frameworks for commercial or operational purposes without Company’s written consent. Notwithstanding the foregoing, Company retains all right, title, and interest in and to its proprietary software, integration frameworks, orchestration logic, APIs, workflow configurations, scoring methodologies, and related intellectual property used in connection with any Product Services.
     

11. Company API Intellectual Property.  Company retains all right, title, and interest in and to its proprietary APIs (“Company APIs”), including all endpoints, authentication protocols, request and response logic, data-transformation methodologies, underlying source code, object code, documentation, and related technology. Client receives only a limited, non-exclusive, non-transferable, revocable license to access and use Company APIs solely as authorized under the applicable Data Services Agreement or Order Form and solely for Client’s internal business purposes during the term of this Agreement.
     

12. Prohibited Activities.  Client shall not, and shall ensure that its employees, contractors, and agents do not: (a) reverse engineer, decompile, or disassemble any Company API or related technology, or otherwise attempt to derive its source code, where the purpose or effect is to misappropriate Company’s Confidential Information or proprietary technology; (b) sell, sublicense, rent, lease, distribute, or otherwise make available the Company APIs, or the record-level data or outputs generated through the Product Services, to any third party, except as expressly authorized in writing by Company; (c) use Company’s Confidential Information, source code, API architecture, or proprietary methodologies to develop a product or service that is substantially similar to, or competitive with, the Product Services or any underlying third-party data services; or (d) circumvent, disable, or tamper with any security, rate-limiting, authentication, or access-control mechanisms associated with any Company API.
     

13. Permitted Client Use.  For the avoidance of doubt, Client may use the data delivered through the Product Services across its CRM, marketing, and workflow systems — including the AI- and machine-learning-powered features built into those tools — for Client’s own internal business, such as scoring, segmentation, summaries, and workflow automation, and may apply analytics to such data, in each case subject to the Use Restrictions, the AI restriction, and the other product-specific restrictions set forth in the applicable Data Services Agreement. Client may also use (i) its own data and (ii) independently developed models, workflows, and business processes, provided Client does not use Company’s Confidential Information or proprietary technology to do so. Any breach of the restrictions in this Section or in the applicable Data Services Agreement will cause irreparable harm to Company for which monetary damages may be inadequate, and Company shall be entitled to seek injunctive or other equitable relief in addition to all remedies available at law.
     

14. Non-Solicitation.  During the term of this Agreement and for a period of twelve (12) months thereafter, Client shall not, directly or indirectly, employ, induce, or attempt to induce any current or former employees or contractors of the Company to leave the employ of the Company, to work directly or indirectly for the Client, or otherwise interfere with the relationship of any employees, independent contractors, suppliers, or vendors of the Company; provided that general solicitations not specifically directed at Company personnel (and resulting hires) shall not violate this Section. Client agrees that any actual or threatened breach of this Section 14 will result in irreparable harm to Company for which there is no adequate remedy at law, and Company shall be entitled to equitable relief, including injunctive relief, in addition to all other remedies available at law or in equity.
     

15. Publicity.  Except as provided herein, no press release, announcement, publication, or other use of the other party’s insignia, logos, trademarks, tradenames, or service marks (collectively, the “Marks”) shall be made by either party without the other party’s prior written approval. Notwithstanding the foregoing, and consistent with the terms of this Agreement, including Section 8, Company may list Client as a Client of Company in Company marketing materials, such as representative client lists, website, case studies, LinkedIn, and printed and digital sales material. Client agrees to allow the announcement and promotion of the relationship between Company and Client via LinkedIn and PR.
     

16. Good Faith & Non-Disparagement.  The parties agree they will generally work together in good faith and will not disparage or encourage others to disparage the other party. For purposes of this Agreement, “disparage” includes comments or statements made in any medium that would adversely affect the conduct of the business, business plans or prospects, or business reputation of a party. Nothing in this Section limits a party from making truthful statements required by law or in connection with the enforcement of its rights under this Agreement.
     

17. Indemnification

    • Client Indemnity. Client agrees to defend, indemnify, and hold harmless Company, its subsidiaries, affiliates, and related companies, and its and their principals, directors, officers, employees, and agents, from and against any and all liabilities, penalties, claims, fines, demands, suits, and causes of action of any nature whatsoever, and any and all damages, costs, and expenses sustained or incurred (including cost of defense, settlement, and reasonable attorneys’ fees) asserted by or on behalf of any person or entity relating to, arising out of, or concerning (i) a claim by a third party of infringement by Client Materials used in the Services, and (ii) the additional matters set forth in the applicable Data Services Agreement. Indemnities specific to Product Services, third-party data, and data misuse are set forth in the applicable Data Services Agreement and, as provided there, are not limited by the liability provisions of this Agreement.

    • Company Indemnity. Subject to Section 18 (Warranties and Disclaimers) and to the limitation of liability in Section 19(a), Company agrees to defend, indemnify, and hold harmless Client, its subsidiaries, affiliates, and related companies, and its and their principals, directors, officers, employees, and agents, from and against any and all liabilities, penalties, claims, fines, demands, suits, and causes of action of any nature whatsoever, and any and all damages, costs, and expenses sustained or incurred (including cost of defense, settlement, and reasonable attorneys’ fees) asserted by or on behalf of any person or entity relating to, arising out of, or concerning Company’s gross negligence, willful misconduct, breach of this Agreement, breach of confidentiality, violation of any applicable law, or a claim by a third party of infringement by Client’s authorized use of the Services. Company’s indemnification obligations under this Section 17(b) are subject to the cap in Section 19(a); Client’s indemnification obligations under Section 17(a) and under the applicable Data Services Agreement are not subject to any cap.
       

18. Warranties and Disclaimers

    • Warranties. Each party represents and warrants that (i) it is a legal entity in good standing, (ii) it is authorized to carry on its business and perform its obligations under this Agreement, (iii) it will perform its obligations in compliance with applicable law, (iv) this Agreement is valid, binding, and enforceable against it (subject to principles of equity and bankruptcy and insolvency laws), and (v) it has the power and full ability to grant the rights granted herein. Client warrants that it owns or has sufficient rights to use and to authorize Company to use the Client Materials and that the Client Materials do not infringe the intellectual property rights of any third party.

    • Warranty Disclaimer. THE WARRANTIES SET FORTH IN SECTION 18(a) ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EXCEPT WHEN OTHERWISE STATED IN WRITING, MATERIALS PRODUCED UNDER THIS AGREEMENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED.
       

19. Limitation of Liability

    • Company Liability Cap. Notwithstanding anything in this Agreement, the applicable Data Services Agreement, or any Order Form to the contrary, and except for amounts payable by Client, Company’s total aggregate liability to Client for any and all claims arising out of or related to this Agreement, the applicable Data Services Agreement, and any Order Form or Statement of Work, for any cause whatsoever and regardless of the form of the action and whether in contract, tort, or under any other theory of liability, will at all times be limited to the total amounts paid or payable by Client to Company in the one (1) month prior to the date the claim for damages arose. The existence of more than one claim will not enlarge this limit.

    • Client Obligations Not Limited. The limitation in Section 19(a) is for the benefit of Company only and does not limit, cap, or reduce Client’s liability. Without limitation, nothing in this Agreement caps or limits Client’s liability for: (i) Client’s payment obligations; (ii) Client’s indemnification obligations under Section 17(a) and under the applicable Data Services Agreement; (iii) Client’s breach of the Use Restrictions, the AI restriction, or the sensitive-data prohibition in the applicable Data Services Agreement; (iv) Client’s breach of confidentiality; (v) Client’s infringement or misappropriation of the intellectual property of Company or the Identity Resolution Provider; or (vi) Client’s misuse of Identity Data. Each obligation in this Section 19(b) is uncapped and survives termination or expiration.

    • Exclusion of Indirect Damages. Except with respect to Client’s obligations described in Section 19(b), in no event shall either party be liable for lost profits or any indirect, incidental, consequential, special, or punitive damages of any nature whatsoever, however caused and regardless of the theory of liability, even if advised of the possibility of such damages.

    • Product Services. Additional limitations applicable to Prima ID and other Product Services are set forth in the applicable Data Services Agreement and apply in addition to, and consistently with, this Section 19.
       

20. Force Majeure.  Neither party shall be responsible for any failure to perform, or delay in performing, any of its obligations under this Agreement where and to the extent that such failure or delay results from causes outside its reasonable control, including delays caused by the other party, acts of God or of the public enemy, acts of government, fires, floods, epidemics, quarantine restrictions, freight embargoes, strikes, civil commotion, or the like.
     

21. Assignment.  Neither party may assign this Agreement without the prior written consent of the other party, which consent will not be unreasonably withheld, conditioned, or delayed; provided that Company may assign this Agreement, in whole or in part, to a successor in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets upon written notice to Client.
     

22. Order of Precedence.  This Agreement, together with each Statement of Work, the applicable Data Services Agreement, and each executed Order Form, forms a single integrated agreement between the parties. In the event of any conflict among them, the following order of precedence shall control, from highest to lowest: (a) the applicable Order Form, solely with respect to the commercial terms expressly set forth in it; (b) the applicable Data Services Agreement, with respect to Product Services and the processing of data; (c) the applicable Statement of Work, with respect to the scope of consulting Services; and (d) this Master Services Agreement. Except to the extent of a direct conflict, all such documents shall be read together and given effect.
     

23. Posted Terms; Unilateral Updates.  The current forms of this Agreement and each Data Services Agreement are published by Company at www.triaprima.io/agreements (collectively, the “Posted Terms”) and are incorporated into each Order Form by reference. Company may modify, amend, supplement, or replace the Posted Terms at any time and from time to time, in its sole discretion and as Company sees fit, effective immediately upon posting the updated version, without prior notice to or consent of Client. The version of the Posted Terms in effect at the time a claim arises or a use occurs governs that claim or use, and Client shall comply with and is bound by the then-current Posted Terms. Client’s continued access to or use of the Services or Product Services after an update is posted constitutes Client’s acceptance of the updated Posted Terms. This Section operates as an express exception to any requirement elsewhere in the integrated agreement (including Section 24) that amendments be made by a writing signed by both parties. For the avoidance of doubt, the commercial terms expressly set out in an executed Order Form (specifically, the subscription fee and the committed Initial Term) will not be modified by a Posted-Terms update during the then-current term except by written agreement of the parties; all other terms of the Posted Terms may be updated as provided in this Section.
     

24. Entire Agreement; Amendment.  This Agreement, including all Statements of Work, the applicable Data Services Agreement, any Product Addenda, and any executed Order Forms, constitutes the entire understanding between the parties, superseding all previous negotiations, understandings, and agreements. Except for updates to the Posted Terms made in accordance with Section 23, an amendment or modification to this Agreement shall be effective only if in writing and signed by all parties.
     

25. Severability.  If any term or provision of this Agreement is invalid, illegal, or incapable of being enforced, all other conditions and provisions shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions is not affected in any manner adverse to any party, and the parties shall negotiate in good faith to modify this Agreement to effect the original intent as closely as possible.
     

26. Survival; Notices.  Survival. The provisions of this Agreement that by their nature should survive — including Sections 8 (Confidentiality), 9 (Data Protection), 10–12 (Intellectual Property and Prohibited Activities), 14 (Non-Solicitation), 17 (Indemnification), 18 (Warranties and Disclaimers), 19 (Limitation of Liability), 22 (Order of Precedence), and 27 (Governing Law and Venue), together with any accrued payment obligations — shall survive the expiration or termination of this Agreement.
    
    Notices. All notices shall be in writing and deemed given upon delivery if delivered personally, upon confirmed receipt if by e-mail, or seventy-two (72) hours after postmark if mailed first-class, registered, or certified mail, return receipt requested, addressed to the parties at the addresses on the signature page. All notices from Client to Company shall be emailed to keith@triaprima.io.
     

27. Governing Law and Venue.  This Agreement will be governed by and interpreted according to the law of the State of Texas. In the event of any disagreement regarding the interpretation, force, and effect of this Agreement, the parties shall discuss the dispute within seven (7) days of delivery of written notice and shall attempt to resolve it in good faith within thirty (30) days. If the parties are unable to reach agreement, either party may submit the disagreement to an arbitrator or panel of arbitrators, mutually agreed upon by the parties, in the City of Austin, Texas. Any decision by the arbitrator(s) shall be binding on the parties. Nothing herein prevents either party from seeking injunctive relief to prevent irreparable harm.
     

Accepted through the executed Order Form that references this Agreement. No separate signature is required for this document.