Master Service Agreement

THIS MASTER SERVICES AGREEMENT ("MSA"), together with all Statements of Work executed hereunder (collectively, the "Agreement") is entered by and between Veza Digital, LLC (hereinafter, "VEZA") and you or your company (in either case, hereinafter "Client"), and sets forth the terms and conditions that govern Client's use of VEZA's Services (as defined below). VEZA and Client may also be individually referred to herein as a "Party" and collectively as the "Parties".

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RECITALS

WHEREAS, VEZA is in the business of transmedia consulting, brand development, blended marketing and consumer strategy, public relations, media production support services (including interactive, web, and mobile application strategies, user experience design, and information architecture), media production, copywriting, sales development, and related support services.

WHEREAS, Client desires to engage VEZA to provide certain Services and VEZA desires to provide the same.

WHEREAS, the Parties have agreed to the terms of the Statement(s) of Work incorporated by reference herein.

NOW, THEREFORE, for good and adequate consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree to be legally bound as follows:

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1. SELECT DEFINITIONS

The Parties agree that, when used in capitalized form herein, the following terms shall have the following meanings unless they are otherwise defined in the MSA or Statement of Work:

1.1. Client Materials shall mean the client audio-visuals, client technology, client confidential information and all other information and content, disclosed and provided to VEZA by Client for the purpose of performing the agreed upon Services.

1.2. Client Third-Party Materials shall mean web pages, graphics, photographs, audiovisuals, databases, programming source code, documentation, work processes, workflows, presentation content, and any other information and content which Client has obtained from a third party (independent of this Agreement) and which is then disclosed and provided to VEZA by Client for the purpose of performing the Services.

1.3. VEZA Materials shall mean any and all Services and the software, technology, graphics, text content, databases, proprietary code, functional documentation, presentations, and audiovisuals in existence prior to the Agreement that are used by VEZA for the purpose of performing the Services.

1.4. VEZA Third-Party Materials shall mean web pages, mobile applications, software, graphics, video, text content, audiovisuals, databases, programming source code, functional documentation, presentations, and any other information and content which VEZA has obtained from a third party (independent of this Agreement) and which is then disclosed in writing and provided to Client for the purpose of performing the Services.

1.5. Custom Developed Materials shall mean all materials created by VEZA during the term of this Agreement on behalf of Client in furtherance of the marketing, development, and other Services deliverables that have been provided to Client and paid for by Client, naturally extending to development drafts, drawings, diagrams, notes, and communications behind the development of such materials. Custom Developed Materials shall not include any Client Materials, Client Third-Party Materials, VEZA Materials, VEZA Third-Party Materials, or any third-party software incorporated into the Custom Developed Materials.

1.6. Retained Components shall mean all materials in existence prior to the Agreement that VEZA will retain full ownership, rights, and interest in. Pre-existing materials shall include intellectual property that has not been developed for Client under any Agreement or applicable Statement of Work, including without limitation all software (object and source code), scripts, generic modules, designs, graphics, databases, interfaces, copy, artwork, other content, and any items (collectively, the "Retained Components").

1.7. Services shall be defined as all services and any associated deliverables which VEZA provides to Client pursuant to a Statement of Work.

1.8. Technology shall mean (i) evaluation, technical, scientific, engineering, marketing, financial and business reports, plans, studies, diagrams, or flow charts; (ii) all forms and types of scientific, technical, economic, or engineering information; and (iii) patterns, plans, compilations, program devices, formulas, designs, prototypes, methodologies, techniques, ideas, solutions, concepts, wireframes, workflows, use cases, matrices, processes, procedures, programs, codes, scripts, adaptations, derivative works, computers, hardware, networks, products, machines, compositions of matter, articles of manufacture, computer software, software libraries, documentation, databases, database designs, data models, screen displays, images, graphics, audiovisual works and sound recordings, whether tangible or intangible, and whether stored, compiled, or memorialized, without limitation, physically, electronically, graphically, photographically, or in writing.

1.9. Statement of Work or "SOW" shall be defined as any executed SOW, which will set forth all details regarding the specific projects, deliverables, change orders, or Services to be provided as part of this Agreement. Each SOW is a material part of the Agreement between the Parties and incorporated by reference herein.

1.10. Effective Date shall mean the date of execution of the first Statement of Work under this Agreement.

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2. SCOPE OF SERVICES

2.1. Services. VEZA shall provide and perform digital marketing, web design, development, SEO, and other specified services (the "Services") as outlined in each Statement of Work. Services may be structured as one-time project engagements, recurring retainers, or any other arrangement as mutually agreed upon by the Parties and defined in the applicable Statement of Work.

2.1.1. Performance Under Statements of Work. VEZA shall provide Services solely under and in accordance with executed Statements of Work. Each Statement of Work shall specify its own term, scope, engagement type, deliverables, fees, and performance schedules. For clarity, the expiration or completion of a Statement of Work shall not constitute termination of this Agreement.

2.2. Statements of Work. Each Statement of Work will define the specific Services to be provided and the structure of the engagement. Each SOW shall specify:

• Description of Services, key deliverables, and measurable objectives, along with the engagement type (project-based, recurring retainer, or otherwise) and timelines suited to the agreed scope;
• Period of project duration, expected date(s) of completion (by phase, milestone, or entire project) or delivery of deliverables, and other performance timetables;
• If applicable, designated means of performance, including identification of any particular roles or individuals required to participate;
• Resources required from Client for performance, such as access to information, systems, or environments, and involvement of specific personnel;
• If applicable, acceptance criteria and testing period, and permissible reasons for rejection;
• Fees owed for the Services, along with method of computation and timing or conditions of payment;
• Description and estimated amounts of any significant reimbursable expenses expected to be incurred; and
• Identification of the Client department responsible for overseeing the project and Client employee designated as project owner.

2.3. Governance. Each Statement of Work shall be assigned a number and will, upon execution by both Parties, be incorporated into and become part of this Agreement. In the event of any conflict between this Agreement and any Statement of Work, the terms of the applicable Statement of Work shall control as to the specific deliverables and Services addressed therein, and this Agreement shall control as to all other matters.

2.4. Change Orders. If, prior to completion of Services or delivery of deliverables under a Statement of Work, Client seeks to make any changes to the Services, Client shall notify VEZA in writing and VEZA shall determine whether such changes can be made in a reasonable and feasible manner. Within ten (10) days of receiving notification of the desired changes, VEZA shall respond with an estimate of the effect of the changes on Fees and timing. If Client agrees to the revised Fees and/or schedule, the Parties shall execute a written "Change Order" amending the Statement of Work. If Client does not agree within five (5) days of delivery of the estimate (or such longer time as agreed in writing), the unmodified Statement of Work shall remain in full force and effect.

2.5. Client Cooperation. Client acknowledges that successful performance by VEZA shall require Client to cooperate in good faith and provide information as reasonably requested. Client agrees to provide such cooperation and information on a timely basis.

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3. PROPRIETARY RIGHTS

3.1. Work Product. Unless expressly stated otherwise in a Statement of Work, the performance of Services by VEZA shall be considered specially ordered or commissioned by Client and all work product resulting therefrom shall be works made for hire authored by VEZA under 17 U.S.C. § 101. All Services and work product, including but not limited to any trade name, domain name, logo, trade dress, trademark, service mark, patent, copyright, trade secret, design, pattern, advertisement, marketing program, webpage, photograph, recording, presentation, and other intellectual property developed in the course of performance (collectively, "Works") shall be works made for hire. Client shall be the sole and exclusive owner of all rights, title, and interest in such Works, in perpetuity. To the extent any Works are not works made for hire, VEZA hereby assigns to Client all of its ownership, right, title, interest, and copyright in such Works.

3.2. VEZA Intellectual Property. Notwithstanding Section 3.1, Client shall have no rights to or interests in VEZA's Intellectual Property. "VEZA's Intellectual Property" shall consist of proprietary information of VEZA including, without limitation, any materials, trademarks, methods, inventions, information, reports, practices, procedures, equipment, ideas, documentation, business plans, databases, platforms, software, or processes licensed to or developed by VEZA for its general business and not developed specifically as part of the Services for Client.

3.3. VEZA Materials. VEZA retains all right, title and interest in any materials which VEZA provides or makes available to Client in connection with the performance of this Agreement.

3.4. Client Materials License. Client hereby grants to VEZA a nonexclusive, limited, revocable license to reproduce, distribute, use, and display the Client Materials solely for the purpose of performing its obligations under this Agreement.

3.5. Retained Components. VEZA shall retain all right, title, and interest in the Retained Components. Notwithstanding the foregoing, VEZA grants to Client a non-exclusive, non-transferable, royalty-free license to use, reproduce, publicly perform, and display the Retained Components throughout the duration of the business relationship and so long as this Agreement remains in effect.

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4. CONFIDENTIAL INFORMATION

4.1. Confidential Information. "Confidential Information" shall mean and include all proprietary, non-public information of either Party disclosed pursuant to or in furtherance of this Agreement, including but not limited to the terms of this Agreement, each Party's non-public marketing or promotional information, information relating to inventions, know-how, software, technical processes and formulas, source codes, designs, sales, costs and other unpublished financial information, product and business plans, business strategies, pricing, development project documents, proposals, estimates, statements of work, technical plans, design specifications, agreements, processes, programs, names of and relationships with vendors, customer or client lists, and other non-public or otherwise confidential, sensitive, or proprietary information. Confidential Information shall not include information that the recipient can demonstrate (i) was in its knowledge or possession prior to disclosure by the discloser, (ii) was in the public domain at the time of disclosure or subsequently entered the public domain through no fault of recipient, or (iii) was disclosed to recipient by a third party with the right to make such disclosure.

4.2. Duty of Nondisclosure. Each Party shall refrain from using or exploiting any Confidential Information of the other Party for any purposes other than those specifically authorized in this Agreement. Each Party represents and warrants that it will hold Confidential Information in confidence and protect it to the same extent and by the same means it uses to protect its own proprietary or confidential information. Neither Party shall disclose Confidential Information of the other Party to anyone except its employees, independent contractors, or legal or tax advisors who have a need to know such information and are bound by confidentiality obligations at least as protective as those set forth herein.

4.3. Survival. Each Party's duty of confidentiality with respect to all Confidential Information it receives hereunder will survive termination or expiration of this Agreement. Upon termination or expiration, all Confidential Information made available hereunder, including copies thereof, shall be returned to the disclosing Party or certified as destroyed at the request of the disclosing Party.

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5. FEES AND PAYMENT

5.1. Fees. The Fees for the Services shall be set forth in the Statement of Work. Unless otherwise specified in a Statement of Work, Client agrees to pay all Fees to VEZA within three (3) days of receipt of an invoice. Failure to pay any fee when due and payable shall constitute a material breach of this Agreement.

5.2. Method. Payment method shall be specified in the Statement of Work. Acceptable payment methods include ACH Transfer, Wire Transfer, Interac, and all major credit cards including Visa, American Express, and Mastercard. Payments made via credit card and Interac shall be subject to an additional line-item fee equivalent to 3.5% of the transaction balance due, or as sufficient to cover charges of the merchant account and/or payment gateway.

5.3. Project Expenses. Client shall pay all reasonable direct costs, including without limitation internet-related registration costs, subscriptions, third-party web application tools, postage, web hosting, shipping, telephone, insurance, legal fees, printing, image licensing, travel, and all other ancillary expenses required in the fulfillment of Services. VEZA agrees to notify Client in writing of any expense items with an estimated cost in excess of $10.00, prior to incurring such cost.

5.4. Past Due Payments. All Fees not received by VEZA on or before the due date shall thereafter be subject, in VEZA's sole discretion, to interest at the rate of 1.5% of the outstanding amount per month, or at the maximum rate permitted by law, whichever is lower. VEZA shall further have the right to suspend the performance of all Services if any payment due and payable goes unpaid. VEZA reserves the right to submit any balance to collections which goes unpaid for ninety (90) days following the invoice date. In the event that VEZA must pursue an unpaid balance through collections or legal action, Client will be responsible for all associated collection costs, including reasonable attorney's fees.

5.5. Taxes. Client agrees to pay all value-added, foreign, federal, state, provincial, and local taxes, if applicable, associated with Client's access to, use of, or receipt of the Services, exclusive of any taxes on VEZA's income.

5.6. Deposits and Retainers. Any advance deposits, retainers, or prepayments shall be specified exclusively in the applicable Statement of Work and governed by the terms thereof.

5.7. Block Hour Expiration. In the event Client purchases a block of service hours under this Agreement or any Statement of Work, such hours must be fully utilized within VEZA's fiscal year in which they are purchased (January 1 to December 31), unless otherwise expressly stated in the applicable Statement of Work. Any unused hours remaining after the end of the applicable fiscal year shall automatically expire and shall not roll over or be credited toward future services, invoices, or projects. No refunds, offsets, or substitutions will be issued for expired hours.

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6. TERM AND TERMINATION

6.1. Term. The term of this Agreement shall commence on the Effective Date and shall continue in full force and effect until terminated pursuant to Section 6.2. This Agreement governs all Statements of Work. During periods in which no Statement of Work is active, neither Party shall have any obligation to provide or receive Services.

6.2. Termination.

6.2.1. Termination Without Cause. If no Statement of Work is active, either Party may terminate this Agreement for any reason upon ninety (90) days' prior written notice to the other Party. During the notice period, no new Statement of Work may be entered into unless the Parties agree otherwise in writing.

6.2.2. Nonpayment; Suspension of Services. In the event Client fails to timely pay any undisputed Fees or other amounts due under this Agreement or any Statement of Work, VEZA may, in its sole discretion, upon written notice to Client, suspend the performance of all Services, deliverables, and access to any software, platforms, codebases, content, accounts, or other work in progress until such undisputed amounts have been paid in full. Suspension of Services pursuant to this Section shall not constitute a breach of this Agreement by VEZA, and Client shall remain liable for all Fees accruing during any suspension period. If Client fails to cure such nonpayment within thirty (30) days following written notice, VEZA may pursue any and all legal and equitable remedies available, including actions to recover outstanding balances, interest, costs, and legal fees. VEZA shall have no obligation to deliver, transfer, or release any deliverables, assets, intellectual property, work product, source code, access credentials, or other materials until full payment of all undisputed amounts then due has been received.

6.2.3. Effect of Termination. Upon termination of this Agreement, each Party shall return or destroy the other Party's Confidential Information. Termination shall not affect (i) payment obligations accrued prior to termination; or (ii) any rights or obligations which expressly survive termination. Termination of this Agreement shall not apply to or alter any active Statement of Work. This Agreement may not be terminated while any Statement of Work remains active.

6.2.4. Return of Materials. Upon termination, either Party may request in writing the immediate return of their respective Confidential Information. The requested Party will have not more than twenty-one (21) calendar days to comply with such request.

6.3. Survival. The following provisions shall survive the expiration or termination of any Statement of Work or this Agreement: Sections 3, 4, 5, 7, 8, 9, 10, 11, 12, and any payment obligations accrued prior thereto.

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7. REPRESENTATIONS AND WARRANTIES

7.1. By VEZA

7.1.1. Authority. VEZA represents and warrants that it has the authority to enter into this Agreement and the ability to perform its obligations hereunder.

7.1.2. Workmanship. All Services shall be performed by competent personnel with appropriate skills and experience in a professional and workmanlike manner and in accordance with the applicable Statement of Work, generally accepted industry standards, and all applicable law.

7.1.3. Non-Infringement. VEZA represents and warrants that: (a) to VEZA's knowledge, the Services as performed by VEZA do not infringe the intellectual property rights of third parties; and (b) VEZA owns, licenses, and/or has the right to grant and extend any licenses provided hereunder. Notwithstanding the foregoing, Client acknowledges that deliverables incorporating outputs from third-party artificial intelligence tools may be subject to the terms, usage policies, and intellectual property frameworks of those AI platforms, and VEZA makes no warranty as to the originality or non-infringement of AI-generated content beyond what is reasonably ascertainable through standard professional review. VEZA's indemnification obligations under Section 9.3 with respect to intellectual property infringement do not extend to claims arising from (i) the use of AI-generated content that was not infringement at the time of delivery but became so due to subsequent developments in law or third-party claims; or (ii) Client's modification or use of AI-assisted deliverables in a manner not contemplated by the applicable Statement of Work.

7.2. By Client

7.2.1. Authority. Client represents and warrants that: (a) it is financially solvent and has the ability to perform its obligations hereunder; and (b) the person executing the Agreement is a duly authorized officer or representative of Client with the authority to enter into and bind Client to the terms and conditions of this Agreement.

7.2.2. Non-Infringement. Client represents and warrants that: (a) any content provided by Client, including Client Materials and Client Third-Party Materials, does not infringe the intellectual property rights of third parties; and (b) Client owns, licenses, and/or has the right to grant and extend any licenses provided hereunder.

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8. DISCLAIMERS

8.1. Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS. USE AND RELIANCE ON THE SERVICES ARE AT CLIENT'S OWN RISK. VEZA EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, CONDITIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM STATUTE, OPERATION OF LAW, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

8.2. Warranty Period. During the term of this Agreement, VEZA agrees to use commercially reasonable efforts to correct all non-conformities reported by Client leading up to final delivery and Client approval of deliverables. A reasonable period of time shall be afforded to VEZA to investigate and remedy all non-conformities as a matter of standard business practice.

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9. LIMITATION OF LIABILITY; INDEMNIFICATION

9.1. Limitation of Liability. IN NO EVENT SHALL VEZA BE LIABLE FOR (i) ANY GENERAL, SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, (ii) ANY DAMAGES FOR CORRUPTION, UNAUTHORIZED DISCLOSURE OR ERASURE OF DATA OR CONTENT, OR (iii) ANY DAMAGES RESULTING FROM LOSS OF USE, LOSS OF DATA OR PROFITS, LOSS OF BUSINESS OPPORTUNITIES, OR INABILITY TO ACCESS CONTENT, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PERFORMANCE OF SERVICES. VEZA'S TOTAL CUMULATIVE LIABILITY TO CLIENT SHALL BE LIMITED TO THE TOTAL AMOUNT OF ALL FEES PAID BY CLIENT TO VEZA PURSUANT TO THE STATEMENT OF WORK FROM WHICH THE DAMAGES OR LIABILITY AROSE. THIS LIMITATION SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING GROSS NEGLIGENCE.

9.2. Indemnification by Client. Client agrees to indemnify, defend, and hold harmless VEZA, its subsidiaries, parents, partners, affiliates, agents, contractors, licensors, shareholders, officers, directors, representatives, and employees from and against any and all claims, losses, costs, actions, lawsuits, judgments, demands, injuries, expenses, damages, and reasonable attorneys' fees arising out of or relating to: (i) any negligent act or omission by Client; (ii) any breach of this Agreement by Client; (iii) any violation by Client of any applicable law; or (iv) any violation by Client of the rights of any third party, including without limitation intellectual property rights.

9.3. Indemnification by VEZA. VEZA agrees to indemnify, defend, and hold harmless Client, its subsidiaries, parents, partners, affiliates, agents, contractors, licensors, shareholders, officers, directors, representatives, and employees from and against any third-party claim arising out of or relating to: (i) any breach of this Agreement by VEZA; or (ii) any allegations of fraud, misrepresentation, negligence, infringement of intellectual property rights, violation of privacy, or other violation of law by VEZA, subject to the limitations and carve-outs set forth in Section 7.1.3.

9.4. Procedure. Any Party seeking indemnification shall provide prompt written notice of any claim and reasonable cooperation. The indemnifying Party shall not agree to any resolution of any claim that adversely affects the indemnified Party's rights or interests without the prior written consent of the indemnified Party, which shall not be unreasonably withheld.

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10. DISPUTE RESOLUTION

For all disputes arising out of or under this Agreement, arbitration is elective. Election to participate in arbitration by either Party is binding on all Parties. If a dispute arises and neither Party elects to arbitrate, the exclusive venue for any non-arbitration action arising out of or under this Agreement shall be the state and federal courts located in or nearest to New York, New York. The Parties hereby waive any objection to the venue or personal jurisdiction of such courts.

10.1. Governing Law. This Agreement, including any Statements of Work, shall be treated as though executed and performed in Dover, Delaware and shall be governed and construed in accordance with the laws of Delaware without regard to conflict of law principles.

10.2. Clients Located in the United States and Canada.

10.2.1. Arbitration. Clients located in the United States and Canada agree that any dispute of any nature whatsoever between Client and VEZA arising out of or relating to this Agreement, including any Statements of Work, shall be decided by neutral, binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration will take place over video conference unless the Parties mutually agree to participate in person, in which case arbitration will take place in Dover, Delaware. The arbitrator shall render an award in accordance with the substantive laws of Delaware.

10.3. Clients Located in the EU.

10.3.1. Arbitration. Clients located in the EU agree that any dispute of any nature whatsoever between Client and VEZA arising out of or relating to this Agreement shall be determined by one arbitrator chosen in accordance with the Arbitration and Internal Rules of the European Court of Arbitration. The seat of arbitration shall be Greece. The language of the proceedings shall be English. Applicable rules of substantive law shall be those of Greece.

10.4. Clients Located in the MENA Region.

10.4.1. Arbitration. Clients located in the MENA Region agree that any dispute of any nature whatsoever between Client and VEZA arising out of or relating to this Agreement shall be settled by arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce. The seat of arbitration shall be Lebanon. The language of the proceedings shall be English. Applicable rules of substantive law shall be those of Lebanon.

10.5. Legal Fees. The prevailing Party in any dispute proceeding shall be entitled to receive its reasonable attorneys' fees, expert witness fees, litigation costs, and any other relief it may be awarded.

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11. MISCELLANEOUS

11.1. Entire Understanding. This Agreement, along with all Statements of Work executed by the Parties pursuant to this Agreement, contains the entire understanding of the Parties with respect to the subject matter herein and supersedes all prior agreements and understandings, whether written or oral.

11.2. Severability. If any provision of this Agreement is held unenforceable or in conflict with the law of any jurisdiction, the validity of the remaining provisions shall not be affected. The Parties agree to negotiate and amend in good faith such provision in a manner consistent with the intentions of the Parties as expressed in this Agreement.

11.3. Modifications and Additions. No modifications or additions to the terms and conditions of this Agreement shall be binding unless in writing and signed by both Parties.

11.4. Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Neither Party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other Party; provided, however, that VEZA may assign this Agreement without Client's consent to (i) an affiliate, or (ii) a successor in interest in connection with a merger, acquisition, consolidation, reorganization, or sale of all or substantially all of VEZA's assets or equity, provided that such successor assumes all obligations under this Agreement.

11.5. Notices. All notices provided in connection with this Agreement will be in writing and will be delivered by email or either (i) certified or registered mail, postage prepaid and return receipt requested, or (ii) courier, and will be deemed effective upon receipt by the authorized representative.

11.6. Waiver. The failure of either Party to insist upon or enforce strict performance by the other Party of any provision of this Agreement will not be construed as a waiver or relinquishment of such Party's right to assert or rely upon any such provision in that or any other instance.

11.7. Independent Contractors. The Parties hereto are independent contractors, and nothing herein should be construed to constitute the Parties as partners, joint ventures, agent and principal, or employer and employee. Nothing herein will give either Party any right or authority to bind the other.

11.8. Assurances. Each Party represents and warrants that all representations, warranties, recitals, statements, and information provided to the other under this Agreement are true, correct, and accurate to the best of their knowledge.

11.9. Force Majeure. Neither Party shall be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God or any act beyond its reasonable control, provided that such Party gives the other Party written notice thereof promptly upon discovery and uses its best efforts to cure the delay.

11.10. Non-Solicitation. Client shall not induce or solicit, directly or indirectly, any employee, contractor, or subcontractor of VEZA to leave or challenge their working relationship with VEZA or engage the services of a VEZA representative or subcontractor without the prior written consent of VEZA. Solicitation provisions shall remain in effect for a period of one (1) calendar year after the last Statement of Work is completed.

11.11. Testing, Acceptance, and Rejection. Client acknowledges and agrees that the use or registration of a VEZA deliverable constitutes a condition through which quality and conformity to the Statement of Work may be ascertained. If Client determines that deliverables do not meet the specification of the Statement of Work, Client agrees to notify VEZA in writing so that the deliverable may be remedied. If Client fails to provide notice within seven (7) days of release of deliverables for review, VEZA will consider the Statement of Work completed and be entitled to any remaining payment.

11.12. Non-Exclusive. Nothing in this Agreement shall restrict VEZA from performing work for other clients during the term of this Agreement whether or not such work is similar to the Services performed for Client.

11.13. Publicity and Case Studies. Client agrees that VEZA may reference Client's name and logo in its marketing materials, client rosters, and website solely for the purpose of identifying Client as a customer. However, VEZA shall not publish any case study, press release, testimonial, or public disclosure that includes performance results, strategy details, or specific deliverables without Client's prior written approval.

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12. USE OF ARTIFICIAL INTELLIGENCE

12.1. AI-Assisted Services. Client acknowledges and agrees that VEZA and its contractors may use artificial intelligence tools and platforms, including but not limited to generative AI, AI-assisted design and creative tools, AI-assisted development tools, AI-powered research and analysis tools, and AI writing and content tools (collectively, "AI Tools"), in connection with the performance of Services under this Agreement. The use of AI Tools is part of VEZA's standard service delivery and does not diminish VEZA's obligations with respect to the quality and professional standard of the Services as set forth in Section 7.1.2.

12.2. AI Notetaking and Call Transcription. Client acknowledges and agrees that VEZA may use AI-powered transcription and notetaking tools during client calls, meetings, and video conferences for the purposes of internal documentation, project management, and service delivery. By participating in any call or meeting conducted in connection with this Agreement, Client consents to the use of such AI notetaking tools. Client is responsible for ensuring that individuals participating in calls on Client's behalf are made aware of this practice.

12.3. Client Data and AI Tools. VEZA will use reasonable measures to avoid inputting Client's confidential information, personally identifiable information, or proprietary data into AI Tools that are not subject to appropriate data protection and confidentiality terms. Client acknowledges that AI Tools are provided by third-party platforms and that VEZA does not control the data practices of those platforms. Client is encouraged to review the applicable terms and privacy policies of AI tool providers upon request.

12.4. AI-Generated Content and Intellectual Property. Deliverables produced under this Agreement may include content, code, designs, or other materials created in whole or in part with the assistance of AI Tools ("AI-Assisted Deliverables"). Client acknowledges that the intellectual property status of AI-generated content may be subject to evolving law and regulation. To the extent AI-Assisted Deliverables are capable of copyright protection and qualify as works made for hire under applicable law, the ownership provisions of Section 3.1 shall apply. VEZA makes no representation that AI-Assisted Deliverables are independently protectable by copyright where such protection is unavailable under applicable law.

12.5. AI Opt-Out. If Client does not wish VEZA to use AI Tools in connection with a specific Statement of Work or project, Client must notify VEZA in writing prior to commencement of work under that Statement of Work. VEZA will use commercially reasonable efforts to accommodate such requests, which may result in revised timelines or Fees as mutually agreed upon in a written Change Order pursuant to Section 2.4.

12.6. No Warranty on AI Outputs. VEZA does not warrant the accuracy, completeness, or fitness for purpose of any outputs generated by AI Tools. All AI-assisted work product is subject to human review by VEZA personnel prior to delivery; however, Client acknowledges that AI outputs may contain errors, inaccuracies, or omissions. The disclaimer of warranties in Section 8.1 applies in full to AI-Assisted Deliverables.