Master Services Agreement

This Master Services Agreement (this "Agreement") is entered into by and between Humming Agent AI LLC, located at 5690 DTC Blvd #540E, Greenwood Village, CO 80111 ("Humming Agent" or "Provider"), and you ("Customer"). Humming Agent and Customer are sometimes referred to individually in this Agreement as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Humming Agent specializes in AI-driven automation, development, and modernization services, including AI-powered search engines, digital platforms, vector databases, automation workflows, and related support;

WHEREAS, Customer desires to engage Humming Agent to provide such services as described in one or more Statements of Work;

WHEREAS, the detailed terms and conditions governing the provision of Services, including but not limited to pricing, payment terms, service levels, performance standards, and specific obligations, are set forth in the Humming Agent Terms and Conditions available at https://www.hummingagent.ai/terms (the "Website Terms"), which are incorporated herein by reference as if fully set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual promises and covenants herein and subject to the Website Terms, the Parties agree as follows:

1. DEFINITIONS

Any capitalized term which is defined in this Agreement or the Website Terms shall have the same meaning when used in any Statement of Work, unless the language or context requires otherwise. SOW-specific definitions, if any, shall be included in the applicable SOW and apply only to such SOW. As used in this Agreement:

2. GENERAL

2.1 Agreement Structure

This Agreement contains general contractual terms for all AI-driven automation and development services to be provided by Humming Agent. The specific services that Humming Agent will provide, applicable pricing and payment terms, service level agreement, if any, and other transaction-specific provisions will be agreed upon through statements of work (each a "Statement of Work" or "SOW"). Each SOW becomes binding upon signature or electronic acceptance by Customer. Humming Agent's countersignature is not required for a SOW to be effective, and Humming Agent's commencement of the Services constitutes its acceptance of the SOW. Each SOW is deemed to incorporate all of the provisions of this Agreement and the Website Terms by reference. Each SOW will be a separate agreement between Humming Agent and Customer.

2.2 Order of Precedence

In the event of any inconsistencies between the terms of this Agreement, the Website Terms, and the terms of any Statement of Work, the order of precedence shall be: (i) the Website Terms; (ii) this Agreement; and (iii) the applicable SOW. Unless expressly agreed to in writing by Humming Agent, Humming Agent rejects any terms and conditions contained in Customer's documents (e.g., purchase orders or other order documents).

2.3 Updates to Website Terms

Humming Agent may update the Website Terms from time to time. Humming Agent will post the updated Website Terms at the URL above and will provide Customer notice of any material change by email or through the Services at least thirty (30) days before the change takes effect. Updated Website Terms apply prospectively to Services performed after their effective date. For any SOW already in effect on the date of an update, the version of the Website Terms in effect as of that SOW's effective date governs that SOW, unless Customer agrees in writing to the updated Website Terms. Customer's continued use of the Services after the effective date of an update constitutes acceptance of the updated Website Terms for all new SOWs.

3. SERVICES

3.1 Scope of Services

Subject to the terms and conditions in this Agreement, the Website Terms, and the applicable SOW, Humming Agent will use commercially reasonable efforts to perform the Services described in the applicable Statements of Work, including but not limited to modernizing Customer's platform with AI-driven automation, self-service research portals, digital newsletter delivery, and phased implementation as outlined in any proposal.

3.2 Designated Contact Persons

Each Party shall designate an individual who will be a primary point of contact and will have the authority to act and make decisions in all aspects of the Services, including PCRs, on behalf of their company.

3.3 Changes

In the event Customer wishes to add additional programs, applications or data sources, systems servers, network devices of any kind, or otherwise requests an expansion in the scope of the Services, then Customer shall present its request for such alterations to Humming Agent for scoping. No alterations will be permitted under this Agreement without a signed PCR.

(a) Verbal Scope Requests. Customer acknowledges that verbal requests, text messages, Slack messages, emails, or other informal communications requesting new features, integrations, capabilities, or changes to deliverables do not constitute authorization to perform work and will not be treated as binding scope changes. All scope changes require a signed PCR or SOW amendment. Humming Agent reserves the right to decline any work requested outside a signed PCR regardless of the manner in which the request was communicated.

(b) Scope Change Confirmation. If Customer verbally directs work that differs from the signed SOW during any meeting, call, or communication, Humming Agent will use reasonable efforts to document the request and present a PCR for Customer's signature. Work directed verbally by Customer and performed by Humming Agent prior to execution of a PCR shall be billable at Humming Agent's then-current rates, and Customer agrees to pay for such work upon receipt of an invoice.

(c) No Waiver by Performance. Humming Agent's performance of work outside the signed SOW scope, whether as a courtesy, for demonstration purposes, or in response to Customer's verbal direction, shall not be construed as a waiver of Humming Agent's right to require a signed PCR for such work, to invoice for such work, or to discontinue such work at any time.

3.4 Customer Responsibilities

Customer agrees to:

• Provide admin access to necessary systems, subscriptions, roles, and permissions within five (5) business days of request
• Be solely responsible for third-party costs (e.g., Azure consumption)
• Maintain compliance with security and regulatory obligations
• Ensure its environment meets vendor-supported standards
• Cooperate in good faith

3.5 Exclusions

Services do not include:

• Hosting, backup, or long-term storage of Customer Data by Humming Agent
• Remediation of Customer's existing environment or data hygiene
• Third-party licensing or premium features
• Custom integrations beyond SOW scope
• Guarantees against AI errors, biases, or hallucinations

3.6 Phase Acceptance and Cure Period

(a) Acceptance Testing. For each phase of the Services as described in the SOW, Customer shall have ten (10) business days following Humming Agent's delivery of the Phase deliverables to test such deliverables against the acceptance criteria and Performance Standards specified in the SOW or Website Terms.

(b) Cure Period. If Customer rejects the deliverables for failure to meet the acceptance criteria, Humming Agent shall have thirty (30) days from receipt of the rejection notice to remedy the deficiencies at no additional cost to Customer.

(c) Automatic Acceptance. If Customer does not provide written rejection within the acceptance testing period specified above, the Phase deliverables shall be deemed accepted.

3.7 SMS, Voice, and Messaging Compliance

Where Services include outbound SMS, MMS, voice calls, automated messaging, or AI-driven communications to Customer's customers, prospects, employees, or any third parties:

(a) Customer Responsibility for Consent. Customer is solely responsible for obtaining, documenting, and maintaining all required consents under applicable law, including without limitation the Telephone Consumer Protection Act (TCPA), CAN-SPAM Act, state mini-TCPA statutes, and equivalent foreign regulations, prior to any contact being initiated through the Services.

(b) Customer Representations. Customer represents and warrants that all phone numbers, email addresses, contact lists, and recipient data provided to Humming Agent, or accessed by Humming Agent in performing the Services, have been collected with appropriate consent for the contemplated outreach, and that Customer has not been notified of any opt-out, do-not-call, or revocation of consent for any such recipient.

(c) Personal Device and Number Use. Where Services involve sending messages from or routing communications through phone numbers belonging to Customer's employees, contractors, or representatives, Customer is responsible for obtaining authorization from each such individual and for ensuring such use complies with applicable employment, privacy, and communications laws.

(d) Indemnification. Customer shall indemnify, defend, and hold harmless Humming Agent from any claims, fines, penalties, regulatory actions, damages, settlements, or attorneys' fees arising from or related to Customer's failure to obtain or maintain required consents, Customer's contact list quality, or Customer's instructions regarding messaging cadence, content, or recipients.

(e) Suspension Right. Humming Agent may immediately suspend any messaging functionality upon a credible report of non-compliance, regulatory inquiry, or carrier complaint, without such suspension constituting a breach of this Agreement.

3.8 Managed Environment and Support Scope

(a) Support Limited to Managed Environments. Humming Agent's managed service obligations, including monitoring, maintenance, incident response, bug remediation, and ongoing support, apply exclusively to Services running within Humming Agent's Managed Environment. Humming Agent has no obligation to support, maintain, troubleshoot, or provide any services for agents, bots, software, or systems running on infrastructure that is not owned or administered by Humming Agent, including without limitation Customer-operated servers, third-party hosting environments, or any environment to which Humming Agent does not have administrative access.

(b) Customer Migration. If Customer migrates or copies any agents, bots, configurations, or deliverables to infrastructure outside of Humming Agent's Managed Environment without Humming Agent's prior written consent, Humming Agent's support obligations for such migrated or copied components immediately terminate. Customer assumes all responsibility for the operation, maintenance, and security of any such components.

(c) Infrastructure Change Notification. Customer shall notify Humming Agent in writing before making any changes to infrastructure, hosting, DNS, API routing, or access credentials that may affect Humming Agent's ability to deliver Services. Changes made without such notice that disrupt service delivery do not constitute a failure by Humming Agent and do not trigger any SLA obligations.

3.9 Service Reporting

(a) Progress Updates. Humming Agent will provide periodic progress updates summarizing work performed, key milestones achieved, and open items. The format and frequency of updates will be specified in the applicable SOW or mutually agreed upon.

(b) Customer Acknowledgment. Customer's failure to object to any progress update within five (5) business days of receipt shall constitute acknowledgment of the work described therein. Such acknowledgment does not replace formal Phase Acceptance under Section 3.6 but may be used as evidence of ongoing value delivery.

3.10 Third-Party Services and Data

The Services may rely on third-party APIs, data feeds, GPS and location data, mapping services, telephony and messaging carriers, and AI model providers (collectively, "Third-Party Dependencies"). Humming Agent does not control and does not warrant the accuracy, completeness, timeliness, availability, or uptime of any Third-Party Dependency. Humming Agent is not liable for any delay, error, outage, data inaccuracy, or service interruption caused by a Third-Party Dependency, or for any change to or discontinuation of a Third-Party Dependency by its provider. Customer is responsible for its own agreements with, and the costs of, any Third-Party Dependency it directs Humming Agent to use.

4. INTELLECTUAL PROPERTY

4.1 Ownership

Humming Agent retains all right, title, and interest in and to its pre-existing intellectual property, including any AI models, tools, or methodologies developed independently of this Agreement ("Provider IP"). Upon full payment for a Phase (as detailed in the applicable SOW), Customer is granted a non-exclusive, non-transferable, irrevocable, perpetual, worldwide license to use, reproduce, and modify the deliverables specific to that Phase for its internal business purposes, subject to the limitations in this Agreement and the Website Terms.

4.2 AI-Specific IP

Any improvements to Provider IP made during Services remain Humming Agent's property.

4.3 Prohibited Activities

Customer shall not, and shall not permit any third party to:

(a) Reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, prompts, system instructions, or underlying logic of any deliverables, Agent Configurations, or Provider Systems;

(b) Copy, clone, replicate, reproduce, or recreate any agent, bot, workflow, automation, avatar, or AI system delivered by Humming Agent, whether in whole or in part, whether on the same or different infrastructure, and whether using the same or different underlying models, frameworks, or tools;

(c) Extract, export, scrape, or programmatically retrieve any Agent Configuration, prompt library, system instruction, tool definition, skill configuration, training data compilation, memory structure, or orchestration logic from any system delivered or managed by Humming Agent;

(d) Use any deliverable, Agent Configuration, or knowledge gained through the Services to build, train, configure, or assist in building a competing or replacement system, whether directly or through a third party;

(e) Extract, copy, use, or transfer any API key, access token, credential, or authentication material belonging to Humming Agent from any system, configuration file, environment variable, bot configuration, or other location, regardless of whether such key was embedded in a system to which Customer has access. All API keys and credentials belonging to Humming Agent remain the sole property of Humming Agent at all times;

(f) Grant, provide, or permit any third party access to Humming Agent's Provider Systems, deliverables, Agent Configurations, or credentials without Humming Agent's prior written consent;

(g) Modify, alter, or tamper with any security controls, access restrictions, environment configurations, or monitoring systems implemented by Humming Agent in connection with the Services.

4.4 Open Source Acknowledgment

Customer acknowledges that Services may incorporate or utilize open-source software frameworks, libraries, APIs, and large language models provided by third parties (including but not limited to Anthropic, OpenAI, Google, Meta, and others). Customer acknowledges and agrees that:

(a) The availability of open-source components does not diminish, reduce, or eliminate the value of Humming Agent's Services, which consist of the professional selection, integration, configuration, customization, training, orchestration, deployment, monitoring, and ongoing management of such components into a functioning system tailored to Customer's needs;

(b) The use of open-source frameworks or third-party APIs in delivering the Services does not grant Customer any rights to Humming Agent's Agent Configurations, orchestration logic, prompt libraries, training methodologies, deployment architectures, or other Provider IP, even where such IP operates on or through open-source components;

(c) Customer's independent ability to access the same open-source tools or third-party APIs does not constitute grounds for disputing fees, requesting refunds, or claiming diminished value of Services rendered.

4.5 API Key and Credential Ownership

(a) Provider Credentials. All API keys, access tokens, service accounts, and authentication credentials procured, created, or managed by Humming Agent ("Provider Credentials") are and remain the exclusive property of Humming Agent, regardless of whether such credentials are embedded in, deployed to, or accessible from systems or infrastructure used by Customer. Customer has no right, title, or interest in any Provider Credential.

(b) Prohibited Use of Provider Credentials. Customer shall not extract, copy, transfer, share, or use any Provider Credential for any purpose other than interacting with the Services as an authorized end user through the interfaces provided by Humming Agent. Use of Provider Credentials on any system, server, or infrastructure not administered by Humming Agent constitutes unauthorized use and a material breach of this Agreement.

(c) Credential Rotation and Revocation. Humming Agent reserves the right to rotate, revoke, or replace any Provider Credential at any time for any reason, including without limitation security concerns, cost management, suspected unauthorized use, or routine maintenance. Humming Agent will use reasonable efforts to notify Customer before or promptly after any credential rotation that may affect Customer's use of the Services, but failure to provide advance notice shall not constitute a breach of this Agreement where the rotation is performed for security reasons.

(d) Customer Credentials. Where Services require the use of API keys, access tokens, or credentials belonging to Customer ("Customer Credentials"), Customer is solely responsible for the cost and management of such credentials. Customer shall provide Customer Credentials to Humming Agent through secure channels designated by Humming Agent. Humming Agent will use Customer Credentials solely for the purpose of delivering the Services and will not use them for any other purpose.

(e) Pass-Through Costs. Unless otherwise specified in the applicable SOW, all third-party API usage costs, hosting fees, telephony charges, messaging fees, model inference costs, and other vendor charges incurred in connection with the Services shall be charged directly to Customer's accounts or invoiced to Customer as pass-through costs at actual cost with no markup. Customer shall provide a valid payment method for all third-party vendor accounts within five (5) business days of Humming Agent's request. Humming Agent is under no obligation to fund, advance, or subsidize any third-party costs on Customer's behalf.

4.6 License Conditions and Termination

(a) License Contingent on Payment. The license granted under Section 4.1 is contingent upon Customer's full and timely payment of all fees due under the applicable SOW. If Customer fails to pay any undisputed invoice within thirty (30) days of its due date, the license granted under Section 4.1 shall automatically suspend until payment is received. If payment is not received within sixty (60) days of the original due date, the license shall automatically terminate without further notice.

(b) Post-Termination Obligations. Upon termination or expiration of the license for any reason, Customer shall immediately cease all use of the deliverables and shall, within fifteen (15) days, certify in writing that it has deleted or destroyed all copies of deliverables, Agent Configurations, and Provider IP in its possession or control. Customer's obligation to return or destroy Customer Data shall be governed by Section 9.

(c) Survival. The prohibitions in Section 4.3 (Prohibited Activities) and Section 4.4 (Open Source Acknowledgment) survive termination or expiration of this Agreement and any license granted hereunder.

5. CONFIDENTIALITY

Each Party agrees to hold the other's Confidential Information in strict confidence and not disclose it except as necessary for Services or as required by law. Obligations survive termination for 5 years. Additional confidentiality provisions are set forth in the Website Terms.

(a) System Architecture as Confidential Information. Customer acknowledges that the architecture, design, configuration, and operational details of the Services, including but not limited to agent topologies, prompt structures, integration patterns, and deployment configurations, constitute Confidential Information of Humming Agent, regardless of whether such details incorporate open-source components. Customer shall not disclose such information to any third party without Humming Agent's prior written consent.

6. REPRESENTATIONS AND WARRANTIES

6.1 Mutual

Each Party represents it has authority to enter this Agreement.

6.2 By Humming Agent

Services will be performed in a professional manner using commercially reasonable efforts. NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. AI outputs are not guaranteed error-free.

6.3 By Customer

Customer has rights to Customer Data and Components; it will comply with laws.

(a) Customer Representations Regarding Capacity. Customer represents and warrants that: (i) it is not currently subject to any bankruptcy, insolvency, receivership, or similar proceeding; (ii) it is not aware of any pending or threatened litigation, regulatory action, or government investigation that could materially affect its ability to perform its obligations under this Agreement; (iii) the individual signing this Agreement has full authority to bind Customer; and (iv) all information provided to Humming Agent in connection with this Agreement is accurate and complete in all material respects. A material misrepresentation under this Section shall constitute grounds for immediate termination and shall not relieve Customer of payment obligations for Services already rendered.

6.4 AI Output Disclaimers

(a) No Guarantees on AI Output. Customer acknowledges that AI systems, including large language models, voice agents, and automated decision-making tools, may produce outputs that are inaccurate, incomplete, biased, or otherwise unsuitable for a given use case. Humming Agent does not warrant that any AI output is free of errors, hallucinations, or bias, or that any specific business outcome will be achieved through use of the Services.

(b) Customer Oversight Obligation. Customer is responsible for reviewing AI outputs before relying on them for material business decisions, customer communications, financial transactions, or legal commitments. Customer shall implement appropriate human review processes for any use case involving consequential decisions about individuals.

(c) Consequential Decision Compliance (Colorado AI Act and Similar Laws). Where the Services are used to make or substantially influence "consequential decisions" as defined under the Colorado Artificial Intelligence Act (C.R.S. § 6-1-1701 et seq.) or analogous laws (including but not limited to decisions in employment, housing, lending, insurance, healthcare, education, essential government services, and legal services), Customer is the "deployer" of the AI system as defined under such laws and is solely responsible for: (i) conducting required impact assessments; (ii) providing required disclosures to affected individuals; (iii) maintaining required documentation; (iv) responding to consumer rights requests; and (v) any other compliance obligations imposed on deployers.

(d) Disclosure to End Users. Customer shall disclose to its end users, customers, and other affected parties that they are interacting with an AI system to the extent required by applicable law.

(e) Indemnification for Consequential Decisions. Customer shall indemnify, defend, and hold harmless Humming Agent from any claims, regulatory actions, fines, or damages arising from Customer's use of the Services to make consequential decisions in violation of applicable law, or from Customer's failure to meet its deployer obligations under the Colorado AI Act or analogous regulations.

7. INDEMNIFICATION

Each Party shall indemnify the other from third-party claims arising from its gross negligence or willful misconduct, up to fees paid/received in the prior 12 months (as detailed in an applicable SOW or Website Terms). Customer indemnifies Humming Agent for claims related to Customer Data or its use of Services. Additional indemnification details are governed by the Website Terms.

(a) Customer Indemnification for IP Violations. Customer shall indemnify, defend, and hold harmless Humming Agent from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from or related to Customer's breach of Section 4.3 (Prohibited Activities), Section 4.4 (Open Source Acknowledgment), or Section 4.5 (API Key and Credential Ownership), including without limitation any unauthorized use, copying, replication, or extraction of Provider IP, Agent Configurations, Provider Credentials, or Provider Systems.

8. LIMITATION OF LIABILITY

NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES. TOTAL LIABILITY CAPPED AT THE TOTAL FEES PAID OR PAYABLE UNDER THE APPLICABLE SOW IN THE PRIOR 12 MONTHS. NO LIABILITY FOR AI-RELATED ISSUES BEYOND COMMERCIAL REASONABLENESS. See Website Terms for additional limitations.

Exception to Liability Cap. The limitation of liability set forth above shall not apply to: (i) Customer's breach of Section 4.3 (Prohibited Activities); (ii) Customer's unauthorized use of Provider Credentials under Section 4.5; (iii) either Party's breach of Section 5 (Confidentiality); or (iv) either Party's indemnification obligations under this Agreement.

9. DATA PROTECTION

Humming Agent will process Customer Data in accordance with applicable laws (e.g., CCPA). Humming Agent does not retain Customer Data post-Services except as required for support. Customer is responsible for backups and compliance.

Upon termination or expiration of this Agreement, or upon Customer's earlier written request, Humming Agent shall, within thirty (30) days: (i) return all Customer Data in a mutually agreed format; and (ii) securely delete all copies of Customer Data from its systems, except as required by law. Humming Agent's license to use Customer Data is limited solely to providing the Services and shall not include using such data for AI training, benchmarking, or any other purpose without Customer's explicit prior written consent.

(a) Distinction Between Customer Data and Provider IP. Upon termination, Humming Agent will return Customer Data as specified above. For clarity, the following are NOT Customer Data and will NOT be provided to Customer upon termination: Agent Configurations, prompt libraries, system instructions, orchestration logic, training methodologies, deployment scripts, monitoring configurations, and any other Provider IP, even where such items were created in connection with Customer's engagement. Customer's right to receive a data export is limited to Customer Data as defined in Section 1.

10. TERM AND TERMINATION

10.1 Term

Initial term per SOW (e.g., 12 months), auto-renews annually unless 30 days' notice.

10.2 Termination

For cause (e.g., non-payment after 10 days' cure); mutual agreement. Upon termination, pay all fees due (as detailed in an applicable SOW or Website Terms); return/destroy Confidential Information. Notwithstanding the foregoing, Customer may terminate this Agreement or any Phase after completion and acceptance of a Phase upon thirty (30) days' written notice, paying only for completed and accepted Phases.

(a) Constructive Termination. If Customer migrates, copies, or replicates the deliverables or any material portion thereof to infrastructure outside of Humming Agent's Managed Environment without Humming Agent's prior written consent, such action shall constitute a constructive termination of the managed service obligations under this Agreement. Customer shall remain liable for all fees through the end of the then-current term and any pass-through costs incurred through the date of migration.

(b) Immediate Termination by Provider. Humming Agent may terminate this Agreement or any SOW immediately upon written notice if: (i) Customer breaches Section 4.3 (Prohibited Activities), Section 4.5 (API Key and Credential Ownership), or Section 5 (Confidentiality); (ii) Customer's use of the Services creates legal, regulatory, security, reputational, or operational risk to Humming Agent; (iii) Customer requests work that Humming Agent reasonably believes would violate applicable law, third-party platform rules, or acceptable use requirements; or (iv) Customer makes a material misrepresentation under Section 6.3(a).

10.3 Payment Terms

(a) Invoicing and Due Dates. Unless otherwise specified in the applicable SOW, Humming Agent will invoice Customer monthly in advance for recurring fees and upon completion of milestones for project-based fees. All invoices are due net fifteen (15) days from the invoice date.

(b) Late Payments. Any amount not paid when due shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower, from the original due date until paid in full.

(c) Suspension for Non-Payment. If any undisputed invoice remains unpaid for more than fifteen (15) days past the due date, Humming Agent may, upon ten (10) days' written notice, suspend the Services in whole or in part until Customer cures the non-payment. Suspension under this provision does not relieve Customer of payment obligations and does not constitute termination.

(d) Disputed Charges. Customer must notify Humming Agent in writing of any disputed charges within ten (10) business days of the invoice date, providing reasonable detail of the basis for the dispute. Undisputed portions of any invoice must be paid by the original due date. The Parties will work in good faith to resolve disputes within thirty (30) days.

(e) Payment Method. Customer shall pay all undisputed amounts via ACH, wire transfer, or credit card as specified in the applicable SOW. Customer is responsible for any payment processing fees imposed by third parties.

(f) Reinstatement. Following any suspension under this Section 10.3, Humming Agent may require payment of all past-due amounts, accrued interest, and a reasonable reinstatement fee before resuming Services.

(g) Non-Refundable Fees. Unless otherwise specified in the applicable SOW, all fees paid for completed and accepted Phases are earned upon commencement and are non-refundable. Customer acknowledges that Humming Agent allocates resources, including personnel, infrastructure, and third-party services, upon receipt of payment, and that such allocation constitutes consideration independent of the specific deliverables produced. Customer's dissatisfaction with the nature, composition, or technical approach of the deliverables does not constitute grounds for a refund where Services were rendered.

(h) Security-Related Actions. Humming Agent's rotation, revocation, or replacement of Provider Credentials under Section 4.5(c), or suspension of Services under this Section 10.3, does not constitute a breach of this Agreement and does not give rise to any right of offset, deduction, or counterclaim against fees owed by Customer.

11. MISCELLANEOUS

11.1 Governing Law

Colorado law; venue in Denver County courts.

11.2 Force Majeure

Excused for events beyond control.

11.3 Assignment

Not without consent.

11.4 Notices

In writing to addresses above or as specified in the Website Terms.

11.5 Entire Agreement

This Agreement, together with the Website Terms and any applicable SOW, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous negotiations, representations, proposals, agreements, understandings, and communications, whether oral or written, relating to the subject matter hereof. No verbal agreement, informal communication, text message, Slack message, email, or other informal exchange shall modify the terms of this Agreement or any SOW unless reduced to a signed written amendment.

11.6 Severability

Invalid provisions severed.

11.7 Non-Solicitation

No soliciting employees for 12 months post-termination.

11.8 Non-Circumvention

During the term of this Agreement and for twelve (12) months following termination or expiration, Customer shall not, directly or indirectly: (i) engage any third party to replicate, recreate, or build a replacement for any system, agent, bot, workflow, or deliverable created by Humming Agent under this Agreement; (ii) use knowledge, methodologies, architectures, or approaches learned through the engagement with Humming Agent to build or assist in building competing systems; or (iii) provide any third party with Humming Agent's Confidential Information, Agent Configurations, or Provider IP for the purpose of creating replacement services. This Section does not prohibit Customer from independently procuring AI services from other providers for different use cases not substantially similar to the Services delivered under this Agreement.

11.9 Recording and Documentation Consent

Customer acknowledges and consents to Humming Agent's recording of video calls, phone calls, and meetings conducted in connection with the Services for purposes of quality assurance, training, documentation, and record-keeping. Recordings will be treated as Confidential Information of both Parties. Customer shall inform any of its personnel or representatives participating in such calls of this recording practice. Humming Agent will maintain recordings in accordance with its data retention policies and applicable law.

11.10 Dispute Resolution

(a) Good Faith Negotiation. In the event of any dispute arising under this Agreement, the Parties shall first attempt to resolve the dispute through good faith negotiation between their designated contacts for a period of fifteen (15) days.

(b) Mediation. If the dispute is not resolved through negotiation, the Parties agree to submit the dispute to non-binding mediation administered by a mutually agreed mediator in Denver, Colorado, for a period of thirty (30) days before either Party may initiate litigation.

(c) Attorneys' Fees. In any legal proceeding arising from this Agreement, the substantially prevailing Party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing Party.