Master Service Agreement

• “Dorazo” means Dorazo LLC, a Georgia limited liability company.
• “Customer” means the entity executing an Order Form or accessing the Services under this MSA.
• “Services” means the Dorazo AI logistics automation platform, including all software, AI agents, APIs, and related features made available to the Customer.
• “Order Form” means a signed order, subscription confirmation, or statement of work that references this MSA and specifies Services, fees, and term.
• “Confidential Information” means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

Dorazo will provide the Services described in the applicable Order Form during the subscription term. Dorazo reserves the right to update or modify the Services with reasonable notice, provided that material reductions in functionality will be communicated at least 30 days in advance.

The Services currently include AI-powered inbound call answering, message taking, call routing and live transfer, and call transcription. Appointment scheduling requires a connected Google Calendar account and activates only when Customer connects it. No other calendar, CRM, or telephony integration is included in the Services.

Dorazo will use commercially reasonable efforts to maintain 99% monthly uptime for the core platform, excluding scheduled maintenance windows and events outside Dorazo's reasonable control. Dorazo will provide advance notice of planned maintenance where practicable.

The Customer agrees to:

• Provide accurate account information and promptly update it as needed
• Use the Services in compliance with applicable laws and this MSA
• Obtain all necessary consents before providing Dorazo with personal data of third parties, and provide any call-recording notice required in Customer's jurisdiction
• Comply with all applicable telemarketing, TCPA, and communication laws when using outbound calling or SMS features
• Not reverse-engineer, decompile, or attempt to extract the source code of the Services
• Not use the Services to harass, defraud, or harm any individual or entity

Fees are set out in the applicable Order Form. Unless otherwise stated:

• Fees are billed monthly in advance and are non-refundable after payment
• Payment is due within 15 days of invoice date
• Late payments accrue interest at 1.5% per month (or the maximum rate permitted by law, whichever is lower)
• Dorazo may suspend Services for accounts more than 30 days past due after written notice
• Dorazo reserves the right to update pricing with 30 days' written notice; continued use after the effective date constitutes acceptance

All fees are exclusive of taxes. The Customer is responsible for all applicable sales, use, VAT, or similar taxes.

Dorazo IP. Dorazo retains all right, title, and interest in and to the Services, including all software, AI models, algorithms, workflows, and documentation. This MSA does not grant the Customer any ownership rights in the Services.

Customer Data. The Customer retains all right, title, and interest in data it provides to the Services. The Customer grants Dorazo a limited, non-exclusive license to process Customer data solely to provide and improve the Services. Dorazo will not sell Customer data or use it for any purpose unrelated to the Services.

Feedback. If the Customer provides suggestions or feedback about the Services, Dorazo may use such feedback without restriction or obligation to the Customer.

Each party agrees to:

• Keep the other party's Confidential Information strictly confidential
• Use Confidential Information only as necessary to perform obligations under this MSA
• Disclose Confidential Information only to employees or contractors who need it to perform Services and are bound by equivalent confidentiality obligations

These obligations do not apply to information that: (a) is or becomes publicly available through no breach of this MSA; (b) was known prior to disclosure; (c) is independently developed; or (d) is required to be disclosed by law or court order.

Confidentiality obligations survive termination of this MSA for a period of three (3) years.

Dorazo warrants that:

• The Services will perform materially as described in the applicable Order Form and documentation
• Dorazo will implement reasonable security measures to protect Customer data
• Dorazo has the right to grant the licenses set forth in this MSA

EXCEPT AS EXPRESSLY SET FORTH ABOVE, THE SERVICES ARE PROVIDED “AS IS.” DORAZO DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. DORAZO DOES NOT WARRANT THAT AI-GENERATED OUTPUTS WILL BE ERROR-FREE OR SUITABLE FOR ANY SPECIFIC OPERATIONAL DECISION.

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• DORAZO'S TOTAL LIABILITY TO THE CUSTOMER FOR ANY CLAIMS ARISING UNDER THIS MSA SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CUSTOMER TO DORAZO IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
• NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST BUSINESS OPPORTUNITIES, BUSINESS INTERRUPTION, OR DATA LOSS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

These limitations do not apply to: (a) indemnification obligations; (b) either party's breach of confidentiality obligations; or (c) damages resulting from a party's willful misconduct or gross negligence.

By Dorazo. Dorazo will indemnify, defend, and hold harmless the Customer from third-party claims alleging that the Services, as provided by Dorazo, infringe a third party's intellectual property rights, provided the Customer: (i) promptly notifies Dorazo; (ii) grants Dorazo sole control of the defense; and (iii) cooperates reasonably. Dorazo's obligation does not apply to infringement caused by Customer modifications, combinations, or use outside the scope of this MSA.

By Customer. The Customer will indemnify, defend, and hold harmless Dorazo from third-party claims arising from: (i) the Customer's use of the Services in violation of this MSA or applicable law; (ii) Customer data infringing any third-party rights; or (iii) the Customer's failure to obtain required consents for outbound communications.

Term. This MSA commences on the date of the first Order Form and continues until all Order Forms have expired or been terminated.

Order Form Term. Each Order Form specifies its term. Unless otherwise stated, subscriptions auto-renew on a month-to-month basis with 30 days' written notice required to cancel.

Termination for Cause. Either party may terminate this MSA or any Order Form immediately upon written notice if the other party: (i) materially breaches and fails to cure within 30 days of written notice; (ii) becomes insolvent or files for bankruptcy; or (iii) violates applicable law in connection with the Services.

Effect of Termination. Upon termination: (i) all licenses granted hereunder cease; (ii) Customer access to the Services terminates; (iii) each party will return or destroy the other's Confidential Information upon request; and (iv) Dorazo will make Customer data available for export for 30 days, after which it will be deleted.

The parties will attempt to resolve disputes informally by escalating to senior management within 15 business days of notice. If unresolved, disputes shall be submitted to binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Class action and class arbitration proceedings are expressly waived.

Either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent irreparable harm pending arbitration.

This MSA is governed by the laws of the State of Georgia, without regard to conflict of law principles. The parties consent to the exclusive jurisdiction of courts located in Cobb County, Georgia for any matters not subject to arbitration.

• Order of Precedence. In the event of conflict: Order Form > this MSA > Data Processing Agreement > any other policies.
• Assignment. Neither party may assign this MSA without the other's prior written consent, except Dorazo may assign in connection with a merger, acquisition, or sale of substantially all its assets.
• Force Majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control, including natural disasters, government actions, internet or power outages, or third-party infrastructure failures.
• Entire Agreement. This MSA, together with all Order Forms and incorporated documents, constitutes the entire agreement between the parties regarding the Services and supersedes all prior agreements.
• Severability. If any provision of this MSA is held invalid, the remaining provisions continue in full force.
• Waiver. Failure to enforce any provision of this MSA shall not constitute a waiver of future enforcement of that provision.