Master Services Agreement

This Master Services Agreement ("Agreement") is entered into and made effective as of the Effective Date indicated on the applicable Order Form, by and between Vistry, Inc., a Delaware corporation with a principal place of business at 13816 Torrey Del Mar Drive, San Diego, CA 92130 ("Vistry" or "Company"), and the person or entity identified on the Order Form ("Customer").

Vistry provides the Eva platform as a SaaS offering ("Services"). This Agreement incorporates by reference Vistry's Terms of Service and Privacy Policy, each as may be updated from time to time. Where this Agreement and an Order Form conflict, the Order Form controls for that engagement; where this Agreement and the Terms of Service conflict on matters of Customer-specific commercial terms, this Agreement controls.

1. Order Forms and Included Products

Each Order Form specifies the Eva product modules licensed to Customer (any of Eva Insights, Eva People, and/or Eva HR Lab), the number of Authorized Users ("seats"), pricing, and the Initial Service Term. Customer's tenant will be configured and entitled only for the modules and seat count stated on the applicable Order Form; modules not included on the Order Form are not part of the Services provided to Customer under this Agreement, regardless of what is generally described on Vistry's website or in the Terms of Service. Customer may add seats or modules at any time by written request to support@vistry.ai; additional fees will be invoiced on a co-termed, prorated basis.

2. AI-Specific Terms

The Services use artificial intelligence, including third-party model providers, to process Customer Data. The AI-specific commitments set out in Vistry's Terms of Service (including that Customer Content is not used to train Vistry's proprietary models, that outputs are decision-support only, and that the Services are not designed to make fully automated decisions producing legal or similarly significant effects) are incorporated into this Agreement and apply to Customer's use of the Services.

3. Restrictions and Responsibilities

Customer will not, directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying structure of the Services; modify or create derivative works based on the Services except as expressly permitted; use the Services for timesharing or service bureau purposes for the benefit of a third party; or remove any proprietary notices. Customer is responsible for its Authorized Users' compliance with this Agreement and the Terms of Service, and for the equipment needed to access the Services.

4. Confidentiality; Data Ownership

Each party will protect the other's non-public Proprietary Information using at least a reasonable degree of care, and will not use or disclose it except as needed to perform under this Agreement, for at least five (5) years following disclosure (or, for trade secrets, for as long as trade-secret protection applies). Customer owns all right, title, and interest in Customer Data. Vistry owns the Services, the underlying software, and all improvements thereto. Vistry may use aggregated, de-identified data derived from Customer Data to operate, support, and improve the Services, consistent with the Privacy Policy.

5. Payment of Fees

Customer will pay the fees set out on the Order Form. Unless the Order Form states otherwise, invoices are due thirty (30) days after receipt; unpaid amounts accrue a finance charge of 1.5% per month (or the maximum permitted by law, if lower). Vistry will not increase fees during the Initial Service Term. At renewal, Vistry may increase fees by no more than 6% with at least sixty (60) days' prior written notice; if Customer does not agree, Customer may decline the increase and let the Order Form expire on thirty (30) days' written notice.

6. Term and Termination

This Agreement runs for the Initial Service Term stated on the Order Form and renews only as the parties agree in writing. Customer may terminate an Order Form for convenience on thirty (30) days' written notice. Either party may terminate for the other's uncured material breach (thirty (30) days to cure after written notice; immediately for nonpayment). On termination, Vistry will make Customer Data available for electronic retrieval for thirty (30) days.

7. Service Level

The Services will be available 99.9% of the time each month, excluding scheduled maintenance and causes outside Vistry's reasonable control. Customer's sole remedy for a covered outage is a service credit of 2.5% of that month's fees per 24-hour period of continuous downtime beyond the 99.9% threshold, capped at one week of fees credited in any calendar month. Customer must report the outage in writing within 5 business days to qualify.

8. Support

Vistry provides technical support by phone at +1 (408) 475-3771 and by email at support@vistry.ai, weekdays 7:00am–5:00pm Pacific, excluding U.S. federal holidays. Vistry will acknowledge support tickets within one (1) business day and use commercially reasonable efforts to resolve them promptly.

9. Security and Compliance

Vistry maintains a written information security program designed to protect Customer Data, consistent with the commitments described on Vistry's Trust Center. Vistry has engaged an independent auditor for a SOC 2 Type II examination; upon completion of that examination, Vistry will make the resulting report available to Customer under a mutual NDA. Until that report is issued, Vistry will provide Customer, on reasonable request, its current security documentation and the status of its audit program. Vistry will notify Customer in writing without undue delay, and in no case later than 72 hours, after becoming aware of a security incident involving Customer Data.

10. Indemnity; Limitation of Liability

Vistry will defend, indemnify, and hold Customer harmless from third-party claims that the Services infringe a patent, copyright, or trade secret, subject to the customary carve-outs (e.g., unauthorized modification, combination with other products, use after notice of an available non-infringing fix). Except for indemnification obligations, breaches of confidentiality, and gross negligence or willful misconduct, neither party's liability under this Agreement will exceed the fees paid by Customer in the twelve (12) months preceding the claim, and neither party is liable for indirect, incidental, or consequential damages.

11. Governing Law

This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-laws principles, consistent with Vistry's Terms of Service. Disputes will be resolved in the state or federal courts located in Delaware, and the parties consent to personal jurisdiction there.

12. Miscellaneous

This Agreement, together with all Order Forms, the Terms of Service, and the Privacy Policy, is the complete agreement between the parties regarding the Services and supersedes prior discussions on that subject. Neither party may assign this Agreement without the other's written consent, except in connection with a merger, acquisition, or sale of substantially all assets. Waivers and modifications must be in writing signed by both parties.

13. Contact

Questions about this Agreement or an Order Form: legal@vistry.ai.