Master Services
Agreement

1.1 "API Infrastructure"

The headless, multi-tenant application programming interface endpoints, routing layers, processing pipelines, and associated compute resources made available by RGX Systems under this Agreement.

1.2 "Client Data"

All data, content, instructions, tokens, configuration objects, prompts, and information of any kind submitted by or on behalf of Client through the API Infrastructure, including User Tokens, Context Data, and Configuration Arrays.

1.3 "Configuration Arrays"

Any structured or unstructured data objects, including automated instruction sets, model configuration parameters, system prompts, tool definitions, and runtime variables, submitted by Client to the API Infrastructure for processing.

1.4 "Context Data"

Conversational history, session state, memory objects, user-generated content, retrieved documents, and any other contextual payload passed through the API Infrastructure at Client's direction.

1.5 "Documentation"

Any technical guides, API references, onboarding materials, or integration specifications made available by RGX Systems to Client.

1.6 "End User"

Any natural person or automated system that interacts with Client's downstream products or services, which in turn communicate with the API Infrastructure.

1.7 "Intellectual Property Rights"

Patents, copyrights, trademarks, trade secrets, moral rights, and all other proprietary rights recognized in any jurisdiction.

1.8 "Order Form"

A written or electronic document executed by both parties that specifies the services, fees, and other terms applicable to a specific engagement.

1.9 "Services"

The API Infrastructure, tooling, support, and any ancillary professional services provided by RGX Systems pursuant to this Agreement.

1.10 "User Tokens"

Authentication credentials, OAuth access and refresh tokens, API keys, bearer tokens, session identifiers, and any other authorization artifacts submitted to the API Infrastructure by Client or its End Users.

1.11 "VAR Node"

A provisioned, isolated API endpoint and associated configuration allocated exclusively to Client within the RGX Systems multi-tenant infrastructure.

2.1 Provision of Services

Subject to the terms of this Agreement and timely payment of all fees, RGX Systems will provide Client with access to the Services as described in the applicable Order Form or SOW.

2.2 Nature of Infrastructure

Client acknowledges and agrees that RGX Systems provides raw, headless API infrastructure only. RGX Systems does not:

(a) review, validate, interpret, or assess the content, accuracy, legality, or fitness for purpose of any Client Data;

(b) originate, author, direct, or take responsibility for the outputs generated by third-party AI model providers accessed through the API Infrastructure;

(c) store, index, retain, or otherwise process Client Data beyond the minimum transient buffering required to route requests and responses, except as expressly stated in the applicable Order Form;

(d) provide legal, financial, medical, regulatory compliance, or professional advisory services of any kind.

2.3 Modifications

RGX Systems reserves the right to modify, update, or discontinue features of the Services upon thirty (30) days' written notice, except where modifications are required for security, legal compliance, or third-party API changes, in which case shorter notice may be provided.

2.4 Subcontractors

RGX Systems may engage subcontractors and third-party service providers in the delivery of the Services. RGX Systems remains responsible to Client for obligations performed by such subcontractors to the same extent as if RGX Systems performed them directly.

3.1 Acceptable Use

Client shall use the Services only for lawful purposes and in accordance with the Documentation and this Agreement. Client shall not:

(a) use the Services to transmit, store, or process content that violates applicable law or third-party rights;

(b) reverse-engineer, decompile, disassemble, or attempt to derive source code from the API Infrastructure;

(c) resell, sublicense, or otherwise make the Services available to third parties except as expressly permitted in writing by RGX Systems or as contemplated by Client's VAR designation;

(d) use the Services to conduct automated attacks, credential stuffing, denial-of-service operations, or any activity intended to degrade the infrastructure;

(e) circumvent, disable, or interfere with security controls, rate limits, or authentication mechanisms.

3.2 Account Security

Client is solely responsible for maintaining the confidentiality of its VAR Node credentials, master API keys, and sub-keys. Client must promptly notify RGX Systems of any suspected unauthorized access.

3.3 End User Responsibility

Client is solely responsible for its End Users' compliance with this Agreement and applicable law. Client shall maintain its own terms of service and privacy policy governing End User interactions.

3.4 Regulatory Compliance

Client is solely responsible for ensuring that its use of the Services, and all Client Data processed through the API Infrastructure, complies with all applicable laws, regulations, and industry standards, including without limitation GDPR, CCPA, HIPAA, PCI-DSS, and any sector-specific AI governance requirements.

4.1 Headless Infrastructure; No Content Review

RGX Systems operates as a raw, headless API infrastructure provider. RGX Systems does not inspect, monitor, validate, filter, moderate, or otherwise evaluate the substance of any Client Data — including User Tokens, Context Data, or Configuration Arrays — passing through the API Infrastructure. All routing and processing is performed as a purely mechanical, passthrough function at Client's express direction.

4.2 Sole Liability of Client for Client Data

Client acknowledges, represents, and warrants that:

(a) 100% of legal liability for the content, accuracy, legality, privacy implications, regulatory compliance, and consequences of all Client Data — including User Tokens, Context Data, and Configuration Arrays — submitted to or processed through the API Infrastructure is borne exclusively by Client;

(b) User Tokens, including OAuth credentials and third-party API keys, are submitted to the API Infrastructure solely at Client's direction and under Client's control. RGX Systems is not a party to any agreement between Client and the providers of such tokens, and assumes no responsibility for token validity, scope, revocation, or misuse;

(c) Configuration Arrays, including AI model instructions, automated processing pipelines, system prompts, and tool definitions, are authored and deployed solely by Client. RGX Systems does not review, approve, or endorse any configuration, and bears no responsibility for outputs produced by configurations Client deploys;

(d) Context Data submitted to AI model endpoints passes through the API Infrastructure as an opaque payload. RGX Systems has no knowledge of, and assumes no responsibility for, the content of such data or the AI-generated outputs it produces.

4.3 Complete Indemnification for Payload Processing

Client shall fully indemnify, defend, and hold harmless RGX Systems, its officers, directors, employees, affiliates, and agents from and against any and all claims, liabilities, damages, penalties, fines, losses, and expenses (including reasonable attorneys' fees) arising out of or relating to:

(a) payload processing errors, including malformed requests, unexpected model outputs, or failures caused by Client-supplied configurations;

(b) client-side validation failures, including insufficient input sanitization, improper token handling, or failure to apply appropriate rate limiting at the Client application layer;

(c) unauthorized or unlawful content within any Client Data, including content that infringes intellectual property rights, violates privacy rights, or constitutes illegal material;

(d) Client's or any End User's breach of applicable law, including AI-specific regulations, data protection law, or sector-specific compliance requirements;

(e) reliance on AI-generated outputs produced through the API Infrastructure, whether for medical, legal, financial, safety-critical, or any other purpose.

4.4 Entire Harmlessness of RGX Systems

RGX Systems is entirely and unconditionally held harmless from any claim arising from or relating to:

(a) the substance, accuracy, or consequences of any Client Data or AI-generated output;

(b) downstream harm to End Users, third parties, or the general public caused by Client's deployment of AI capabilities through the API Infrastructure;

(c) regulatory enforcement actions directed at Client arising from Client's use of the Services;

(d) financial losses, reputational harm, or business interruption suffered by Client or its End Users as a result of model outputs, processing delays, or infrastructure availability events.

4.5 Client Acknowledgment

By accessing the API Infrastructure, Client irrevocably acknowledges that it has read, understood, and accepted the allocations of liability in this Section 4, and that such allocations are reasonable given: (i) the nature of the Services as passive infrastructure; (ii) Client's superior knowledge of its own data and use cases; and (iii) Client's ability to implement application-layer safeguards that RGX Systems cannot unilaterally impose.

5.1 Fees

Client shall pay the fees set forth in the applicable Order Form. Unless otherwise specified, standard pricing is:

— Base Infrastructure Fee: USD $2,000.00 per VAR Node per month, billed in advance on the first day of each calendar month.

— Active Seat Fee: USD $30.00 per active client seat per month, based on the count of active client records in Client's VAR Node at the time of invoice generation.

5.2 Invoicing

RGX Systems will issue invoices via Stripe. Payment is due within fourteen (14) days of invoice date.

5.3 Late Payment

Invoices not paid within the payment period accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. RGX Systems reserves the right to suspend Services upon three (3) or more failed payment attempts after notice.

5.4 Taxes

All fees are exclusive of applicable taxes. Client is responsible for all sales, use, VAT, GST, withholding, and similar taxes, excluding taxes on RGX Systems' net income.

5.5 Fee Adjustments

RGX Systems may adjust fees upon sixty (60) days' written notice. If Client does not accept a fee adjustment, Client may terminate this Agreement without penalty by providing written notice before the adjusted fees take effect.

6.1 RGX Systems IP

RGX Systems retains all right, title, and interest in and to the API Infrastructure, Documentation, and all technology, software, and materials developed by RGX Systems. No rights are granted to Client except as expressly stated in this Agreement.

6.2 Client IP

Client retains all right, title, and interest in and to Client Data. Client grants RGX Systems a limited, non-exclusive, worldwide license to use Client Data solely to the extent necessary to provide the Services.

6.3 Feedback

If Client provides suggestions, feedback, or ideas regarding the Services, RGX Systems may use such feedback without restriction or obligation to Client.

6.4 Output Ownership

As between the parties, Client owns all AI-generated outputs produced through Client's use of the API Infrastructure. RGX Systems makes no representation regarding the intellectual property status of such outputs under applicable law.

7.1 Obligations

Each party shall maintain the confidentiality of the other party's non-public business, technical, and financial information and shall not disclose such information to third parties without prior written consent, using at least the same degree of care it uses for its own confidential information, and no less than reasonable care.

7.2 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no fault of the Receiving Party; (b) was rightfully known before disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of Confidential Information.

7.3 Compelled Disclosure

If required by law or court order, a Receiving Party may disclose Confidential Information after providing prompt written notice (where legally permissible) and cooperating with the Disclosing Party's efforts to obtain a protective order.

7.4 Duration

Confidentiality obligations survive termination of this Agreement for a period of five (5) years, except with respect to trade secrets, which are protected indefinitely.

8.1 Mutual Representations

Each party represents and warrants that: (a) it is duly organized and in good standing; (b) it has the authority to enter into this Agreement; and (c) this Agreement constitutes a valid and binding obligation.

8.2 RGX Systems Warranties

RGX Systems warrants that it will provide the Services in a professional and workmanlike manner consistent with industry standards, and that it will use commercially reasonable security measures to protect the API Infrastructure.

8.3 Client Warranties

Client represents and warrants that: (a) it has all necessary rights to submit Client Data to the API Infrastructure; (b) Client Data does not violate applicable law or third-party rights; (c) it has obtained all consents required to process End User data through the API Infrastructure; and (d) its use of the Services will comply with applicable law at all times.

8.4 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8.2, THE SERVICES ARE PROVIDED "AS IS." RGX SYSTEMS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. RGX SYSTEMS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ANY SPECIFIC RESULTS WILL BE ACHIEVED.

9.1 Exclusion of Consequential Damages

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, REGARDLESS OF CAUSE OR THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Aggregate Cap

EXCEPT FOR (A) CLIENT'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 4, (B) EITHER PARTY'S CONFIDENTIALITY OBLIGATIONS, OR (C) CLIENT'S PAYMENT OBLIGATIONS, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO RGX SYSTEMS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

9.3 Basis of Bargain

The parties acknowledge that the limitations in this Section 9 reflect a reasonable allocation of risk and are a fundamental element of the basis of the bargain between the parties. RGX Systems would not have entered into this Agreement absent such limitations.

10.1 Client Indemnification

In addition to the specific indemnification obligations in Section 4.3, Client shall indemnify, defend, and hold harmless RGX Systems and its affiliates, officers, directors, employees, and agents from and against any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Client's breach of this Agreement; (b) Client Data; (c) Client's or its End Users' use of the Services; (d) Client's products or services; or (e) Client's violation of applicable law.

10.2 RGX Systems Indemnification

RGX Systems shall indemnify, defend, and hold harmless Client from and against any third-party claim that the API Infrastructure, as provided by RGX Systems and used in accordance with this Agreement, infringes a valid U.S. patent, copyright, or trade secret, provided that Client: (a) promptly notifies RGX Systems in writing; (b) grants RGX Systems sole control of the defense; and (c) cooperates reasonably. This Section 10.2 does not apply to claims arising from Client Data, Client modifications, or use outside the scope of this Agreement.

10.3 Indemnification Procedure

The indemnified party shall: (a) promptly notify the indemnifying party in writing of any claim; (b) grant the indemnifying party sole control of defense and settlement (provided that settlements that impose obligations on the indemnified party require its prior written consent, not to be unreasonably withheld); and (c) provide reasonable cooperation at the indemnifying party's expense.

11.1 Term

This Agreement commences on the Effective Date and continues until terminated in accordance with this Section.

11.2 Termination for Convenience

Either party may terminate this Agreement upon thirty (30) days' written notice, subject to Client's obligation to pay all fees accrued through the effective date of termination.

11.3 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party:

(a) materially breaches this Agreement and fails to cure the breach within fifteen (15) days after written notice;

(b) becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy proceedings; or

(c) materially violates applicable law in connection with this Agreement.

11.4 Effect of Termination

Upon termination:

(a) all rights and licenses granted hereunder terminate;

(b) each party shall promptly return or destroy the other's Confidential Information;

(c) Client shall immediately cease use of the API Infrastructure; and

(d) Client remains liable for all fees accrued through the termination date.

11.5 Survival

Sections 4, 6, 7, 8.4, 9, 10, 11.4, 11.5, and 12 survive termination.

12.1 Governing Law

This Agreement shall be governed by the laws of the State of Delaware, without regard to conflict of law principles.

12.2 Dispute Resolution

The parties shall first attempt to resolve any dispute through good-faith negotiation for thirty (30) days. If unresolved, disputes shall be submitted to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, with proceedings conducted in Wilmington, Delaware. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction.

12.3 Entire Agreement

This Agreement, together with all Order Forms and SOWs incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, understandings, and representations.

12.4 Amendments

No amendment to this Agreement is effective unless made in writing and signed by authorized representatives of both parties.

12.5 Waiver

Failure to enforce any provision of this Agreement shall not constitute a waiver of future enforcement.

12.6 Severability

If any provision is found unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force.

12.7 Assignment

Client may not assign this Agreement without RGX Systems' prior written consent. RGX Systems may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any unauthorized assignment is void.

12.8 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, governmental actions, third-party infrastructure failures, or internet disruptions, provided the affected party gives prompt written notice and uses commercially reasonable efforts to resume performance.

12.9 Notices

All notices under this Agreement shall be in writing and delivered by email with confirmation of receipt or by overnight courier to the addresses specified in the applicable Order Form.

12.10 Counterparts; Electronic Signatures

This Agreement may be executed in counterparts, each of which shall constitute an original. Electronic signatures shall be deemed valid and binding.

12.11 Export Compliance

Client shall comply with all applicable export control laws and regulations. Client represents that it is not located in, or a national of, any country subject to U.S. trade sanctions.

12.12 No Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties and does not create any third-party beneficiary rights.

12.13 Relationship of Parties

The parties are independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship.