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Persephone.ai — Executed Agreement

Master Subscription Agreement

This Master Subscription Agreement ("MSA") is entered into as of ("Effective Date") between Persephone.ai ("Provider") and , a organization ("Sponsor").

1. Services

Provider operates an encrypted documentation platform (the "Platform") enabling individual end users to create, store, and export private documentation. Sponsor purchases access seats ("Seats") in blocks, as specified in one or more Statements of Work, for distribution to individuals Sponsor serves ("End Users").

2. Seats & Provisioning

Seats are provisioned by activation code. Sponsor may reassign a Seat when an End User's engagement with Sponsor concludes; reassignment does not affect the departing End User's continued access to their own previously created content. Seats are annual and co-terminous with the SOW term.

3. End User Data — Ownership & Access

All content created by End Users belongs solely to the End User. Sponsor receives no access to End User content, entries, attachments, or identities under any circumstances. Provider furnishes Sponsor only anonymized, aggregate Seat utilization data. Disclosure of End User content occurs only at the End User's own direction through Platform export features.

4. Fees & Payment

Fees are stated in the applicable SOW, invoiced annually in advance, and due net 30 from invoice date. Fees are exclusive of applicable taxes.

5. Term & Termination

This MSA begins on the Effective Date and continues while any SOW is active. Either party may terminate for material breach uncured within 30 days of written notice. Upon termination, Seat access ends at the close of the then-current SOW term; End Users retain access to their own content per Provider's individual terms of service.

6. Confidentiality

Each party will protect the other's non-public information with at least the care it uses for its own, and use it only to perform under this MSA.

7. Security

Provider maintains encryption of End User content at rest and in transit and commercially reasonable administrative, technical, and physical safeguards.

8. Warranties & Disclaimer

Each party warrants it has authority to enter this MSA. THE PLATFORM IS PROVIDED "AS IS." PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. The Platform is a documentation tool and does not provide legal, medical, or emergency services.

9. Limitation of Liability

Except for breaches of Section 3 or 6, neither party's aggregate liability will exceed the fees paid or payable under the applicable SOW in the 12 months preceding the claim, and neither party is liable for indirect, incidental, or consequential damages.

10. General

This MSA is governed by the laws of the State of Texas. It, together with each SOW, is the entire agreement between the parties regarding its subject matter and may be executed electronically. Electronic signatures are effective under the U.S. ESIGN Act and applicable state law.

Statement of Work No. 1

This SOW is issued under and governed by the MSA above, between Provider and .

Subscription details

• Seats: seats (blocks of 25)
• Rate: per seat per year
• Annual fee:
• Term: 12 months from the Effective Date, renewable by mutual written agreement (email sufficient)
• Included: All Pro features on every Seat; code-based provisioning; Seat reassignment; quarterly aggregate utilization summary; support per Provider's standard policy

Sponsor contact

• Authorized signer: ,
• Email:

Electronically signed by: —