Last Revised: January 30, 2026

MASTER SERVICES AGREEMENT

Proxhr, Inc.

THIS MAIN SERVICES AGREEMENT GOVERNS CUSTOMER’S ACQUISITION AND USE OF PROXHR, INC (“PROVIDER”) SERVICES.

CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN.

IF CUSTOMER REGISTERS FOR A FREE TRIAL OF PROXHR SERVICES OR FOR FREE SERVICES, THE APPLICABLE PROVISIONS OF THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL OR THOSE FREE SERVICES.

BY ACCEPTING THIS AGREEMENT, BY (1) CLICKING A BOX INDICATING ACCEPTANCE, (2) EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR (3) USING FREE SERVICES, CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

This Agreement is available at https://proxhr.com/policies and may be updated by Provider from time to time. Provider shall notify Customer of material changes at least thirty (30) days prior to their effective date. Continued use of the Services after the effective date of a change constitutes acceptance. If Customer objects to a material change, Customer may terminate the affected Order Form(s) without penalty by providing written notice within the thirty (30) day notice period.

1. DEFINITIONS

1.1 “Services” means the specific modules, products, or capabilities made available by Provider to Customer as described in each applicable Order Form.

1.2 “Customer Data” means any data, information, or material provided or submitted by Customer or its Authorized Users to the Platform in connection with any Service, including employee records and any data sourced from Customer’s internal systems.

1.3 “Order Form” means an ordering document executed by both Parties that references this Agreement and specifies the Services to be provided, the applicable commercial terms, and any service-specific regulatory or technical addenda. Each Order Form is incorporated into and governed by this Agreement.

1.4 “Authorized Users” means Customer’s employees, contractors, and agents who are authorized by Customer to access and use the Services under the rights granted in this Agreement.

1.5 “Confidential Information” means any non-public, proprietary, or confidential information disclosed by one Party to the other in connection with this Agreement, including but not limited to business strategies, technical data, software code, security protocols, product roadmaps, pricing, user lists, employee personal data (PII), and customer lists.

1.6 “Platform” means Provider’s proprietary technology infrastructure, applications, and interfaces through which the Services are delivered.

1.7 “Party” means Provider or Customer individually; “Parties” means Provider and Customer collectively.

2. SERVICES AND ORDER FORMS

2.1 Provision of Services. Provider will make the Services available to Customer during the applicable Term as specified in each Order Form. Provider shall perform the Services using commercially reasonable efforts consistent with industry standards.

2.2 Modular Structure. Provider offers a range of modular technology services. Customer may subscribe to additional services at any time by executing new Order Forms, each of which will be governed by this Agreement.

2.3 Order Form Precedence. Where an Order Form contains terms that conflict with this Agreement, the Order Form shall control with respect to the specific Service it covers. For all matters not addressed in an Order Form, this Agreement governs.

2.4 Statements of Work. Custom integrations, professional services, or projects outside the scope of a standard Order Form shall be documented in a mutually executed Statement of Work (“SOW”) referencing this Agreement.

3. CUSTOMER RESPONSIBILITIES

3.1 General. Customer is responsible for all activities conducted under its user accounts and shall ensure its use of the Services complies with all applicable laws.

3.2 System Access. Where a Service requires access to Customer’s internal systems (e.g., HRIS, payroll, document management, benefits platforms), Customer shall grant Provider secure technical access as specified in the applicable Order Form. Where technically feasible, connections will be established via secure APIs. Customer agrees to provision and maintain unique Provider service account credentials with appropriate permissions.

3.3 Data Accuracy. Customer represents and warrants that all data furnished to the Platform is accurate, complete, and lawfully obtained. Customer acknowledges that Provider relies on the accuracy of Customer Data to deliver the Services, and that inaccurate source data may result in erroneous outputs for which Provider shall not be liable.

3.4 Designated Contact. Customer shall designate a primary point of contact for Service coordination, issue escalation, and compliance-related communications.

3.5 Prohibited Uses. Customer shall not (a) sublicense, sell, or lease the Services to any third party; (b) use the Services to store or transmit malicious code; (c) reverse engineer, decompile, or disassemble any component of the Platform; or (d) use the Services in any manner that violates applicable law.

4. DATA PRIVACY AND SECURITY

4.1 Data Processing Agreement. The Parties agree to comply with the terms of Provider’s Data Processing Agreement (“DPA”), available at https://proxhr.com/policies, which is incorporated by reference into this Agreement.

4.2 Data Minimization. Provider shall limit its access, collection, processing, and storage of Customer Data strictly to the data elements reasonably necessary to fulfill its obligations under this Agreement and the applicable Order Form(s).

4.3 Data Sharing Limitations. Provider shall not sell, lease, rent, disclose, or share any Customer Data with any entity or for any purpose other than performing the contracted Services, facilitating Customer-requested integrations, or complying with applicable law.

4.4 Service-Specific Regulatory Terms. Certain Services may be governed by federal or state regulatory regimes that impose requirements beyond, or different from, the general DPA. Such requirements will be specified in the applicable Order Form and shall supersede conflicting DPA terms with respect to that Service.

5. FEES AND PAYMENT

5.1 Fees. Customer shall pay all fees specified in the applicable Order Form. Each Order Form will set forth the pricing structure for the Service it covers.

5.2 Invoicing and Payment. Unless otherwise specified in an Order Form, invoiced charges are due net 30 days from the invoice date. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law.

5.3 Custom Work. Fees for work performed under a SOW shall be as set forth in that SOW.

6. INTELLECTUAL PROPERTY

6.1 Provider Technology. Provider retains all sole and exclusive right, title, and interest in and to the Platform, including all underlying technology, applications, algorithms, software, modifications, updates, and original content, together with all intellectual property rights therein. Nothing in this Agreement transfers ownership of any Provider intellectual property to Customer.

6.2 Customer Data. As between the Parties, Customer retains all right, title, and interest in Customer Data. Provider acquires no rights in Customer Data except the limited license to use it to perform the Services.

6.3 Feedback. If Customer provides suggestions, enhancement requests, or other feedback regarding the Services, Provider may use such feedback without restriction or obligation to Customer.

7. CONFIDENTIALITY

7.1 Obligations. The receiving Party shall maintain the strict confidentiality of the disclosing Party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information of a like nature, but in no event less than a reasonable standard of care. Access shall be limited to personnel who have a need to know and are bound by confidentiality obligations at least as protective as this Section.

7.2 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was already in the receiving Party’s lawful possession prior to disclosure; (c) is independently developed without reference to the disclosing Party’s Confidential Information; or (d) is required to be disclosed by law or valid legal process, provided the receiving Party gives prompt notice to allow the disclosing Party to seek a protective order.

7.3 Duration. Confidentiality obligations survive termination of this Agreement for three (3) years, except for trade secrets, which are protected for as long as they qualify under applicable law.

8. INDEMNIFICATION

8.1 By Provider. Provider shall defend, indemnify, and hold harmless Customer and its officers, directors, and employees from third-party claims, liabilities, damages, or costs (including reasonable attorneys’ fees) arising from: (a) Provider’s material breach of this Agreement; or (b) allegations that the Platform infringes a valid US patent, copyright, or trademark.

8.2 By Customer. Customer shall defend, indemnify, and hold harmless Provider and its officers, directors, and employees from third-party claims, liabilities, damages, or costs (including reasonable attorneys’ fees) arising from: (a) Customer’s material breach of this Agreement; (b) the inaccuracy, incompleteness, or unlawful collection of Customer Data; or (c) allegations that Customer Data infringes or misappropriates the rights of any third party.

8.3 Service-Specific Indemnification. Order Forms may contain additional indemnification obligations specific to the regulatory or operational requirements of a particular Service. Such provisions supplement (and do not replace) this Section 8.

8.4 Procedures. The indemnified Party shall provide prompt written notice, grant the indemnifying Party sole control of defense and settlement, and provide reasonable cooperation at the indemnifying Party’s expense.

9. WARRANTIES AND DISCLAIMER

9.1 Mutual Warranties. Each Party represents and warrants that it has the legal power and authority to enter into this Agreement and that doing so does not conflict with any other agreement to which it is a party.

9.2 Provider Warranty. Provider warrants that the Services will perform materially in accordance with the applicable documentation during the Term.

9.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 9, THE SERVICES ARE PROVIDED “AS IS.” PROVIDER DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

10. LIMITATION OF LIABILITY

10.1 Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Liability Cap. EACH PARTY’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10.3 Exceptions. THE LIMITATIONS IN THIS SECTION 10 SHALL NOT APPLY TO: (a) INDEMNIFICATION OBLIGATIONS UNDER SECTION 8; (b) BREACHES OF CONFIDENTIALITY UNDER SECTION 7; (c) INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS; OR (d) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

11. TERM AND TERMINATION

11.1 Agreement Term. This Agreement commences when Customer first executes an Order Form referencing it and remains in effect until all Order Forms have expired or been terminated, unless earlier terminated under this Section.

11.2 Order Form Terms. Each Order Form shall specify its own term, renewal, and termination provisions. Termination of an individual Order Form does not terminate this Agreement or any other active Order Form.

11.3 Termination for Cause. Either Party may terminate this Agreement (or an individual Order Form) for cause upon thirty (30) days’ written notice of a material breach if such breach remains uncured at the end of the notice period.

11.4 Termination for Convenience. Either Party may terminate this Agreement (or an individual Order Form) for convenience by providing at least thirty (30) days’ prior written notice.

11.5 Post-Termination Obligations. Upon expiration or termination:

(a) Provider shall immediately cease accessing Customer’s internal systems and Customer shall revoke all Provider service account credentials.

(b) Each Party shall cease public distribution and use of co-branded materials within fifteen (15) days.

(c) Provider shall, at Customer’s direction, securely delete or return Customer Data within thirty (30) days, except as required to satisfy legal, regulatory, or audit retention obligations specific to a Service (as set forth in the applicable Order Form).

(d) All accrued payment obligations survive termination.

11.6 Survival. Sections 6 (IP), 7 (Confidentiality), 8 (Indemnification), 9.3 (Disclaimer), 10 (Limitation of Liability), and 12 (General Provisions) survive termination.

12. GENERAL PROVISIONS

12.1 Governing Law and Venue. This Agreement shall be governed by the laws of the State of California, without regard to conflict of laws principles. Disputes shall be resolved in the state or federal courts located in Sacramento County, California.

12.2 Relationship of the Parties. The Parties are independent contractors. Nothing herein creates a partnership, joint venture, franchise, agency, or employment relationship.

12.3 Force Majeure. Neither Party is liable for failure or delay caused by events beyond its reasonable control, including acts of God, natural disaster, pandemic, war, terrorism, labor disputes, government action, or infrastructure failure. The affected Party shall provide prompt notice and use commercially reasonable efforts to mitigate impact.

12.4 Insurance. Each Party shall maintain commercially reasonable insurance coverage appropriate to its obligations, including commercial general liability and cyber liability / errors and omissions coverage.

12.5 Assignment. Neither Party may assign this Agreement without prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets. Purported assignments in violation of this section are void.

12.6 Notices. All notices shall be in writing and delivered by email with confirmation, overnight courier, or certified mail to the addresses specified in the applicable Order Form (or as updated in writing).

12.7 Entire Agreement. This Agreement, together with all Order Forms, the DPA, and any SOWs, constitutes the entire agreement between the Parties and supersedes all prior agreements on this subject matter.

12.8 Amendments. Material changes to this Agreement shall be communicated to Customer in accordance with the notice provisions in the preamble of this Agreement. Order Forms may only be amended by written instrument executed by both Parties.

12.9 Severability. If any provision is held invalid or unenforceable, the remaining provisions continue in full force.

12.10 Counterparts. Order Forms may be executed in counterparts. Electronic signatures are valid and binding.