Master Service Agreement

Last Updated: September 16, 2025

PLEASE READ THIS MASTER SERVICE AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE USING THE PRODUCTS AND SERVICES (“TRUSTMI SERVICES”) OFFERED BY WOTMI INC., A DELAWARE CORPORATION, HAVING ITS PRINCIPAL PLACE OF BUSINESS AT 169 MADISON AVE, STE 15457, NEW YORK, NY. 10016-5101 UNITED STATES (“TRUSTMI”). BY SIGNING A SUBSCRIPTION ORDER FORM THAT REFERENCES THIS AGREEMENT (EACH BEING AN “ORDER”), YOU OR THE ENTITY THAT YOU REPRESENT (“CUSTOMER”) ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. THIS AGREEMENT CONSISTS OF THE ORDER AND THE FOLLOWING TERMS AND CONDITIONS. THE AGREEMENT EFFECTIVE DATE IS THE DATE SET FORTH IN THE ORDER. PROVISION OF THE TRUSTMI SERVICES IS CONDITIONED ON, AND CUSTOMER’S ACCESS TO OR USE OF THE TRUSTMI SERVICES SHALL CONSTITUTE, CUSTOMER’S ASSENT TO THE TERMS OF THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS. IF THESE TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS. IN THE EVENT OF A CONFLICT BETWEEN THIS AGREEMENT AND THE ORDER, THE ORDER SHALL CONTROL. COMPANY AND CUSTOMER MAY BE REFERRED TO IN THIS AGREEMENT EACH AS A “PARTY” AND COLLECTIVELY AS THE “PARTIES”. YOU HEREBY WAIVE ANY APPLICABLE RIGHTS TO REQUIRE AN ORIGINAL (NON-ELECTRONIC) SIGNATURE OR DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS, TO THE EXTENT NOT PROHIBITED UNDER APPLICABLE LAW. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT PLEASE DO NOT ACCESS OR USE THE TRUSTMI SERVICES.

WHEREAS, Trustmi has developed a the first End-to-end B2B payment security solution (“Service”); and

WHEREAS the Parties wish to cooperate in order to gain from Customer’s experience and know-how and to address practical aspects of the use of the Service by users such as Customer, all subject to the terms and conditions specified herein.

NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 

1. Scope. Trustmi shall make the Service available to Customer on a software-as-a-service (SaaS) basis through a web portal on Trustmi’s website trustmi.ai  (“Site”) and shall include: (i) the software that Customer accesses via the Site; (ii) the services and features made available or provided to Customer by Trustmi in connection with the Service; and (iii) the content, text, documents, descriptions, products, graphics, photos, sounds, videos, interactive features, and the trademarks, service marks and logos (“Marks”), contained in or made available through the Services. During the Term (as defined in the Subscription Order Form), Trustmi will provide Customer with reasonable assistance, support, consulting and training services for the Services via email, to answer any questions or concerns relating to the Services. In any event Customer shall need to execute a privacy-related document with Trustmi, it shall send a request: privacy@trustmi.ai.
   
   
2. Subscription. Subject to Customer’s compliance with this Agreement, and payment of applicable fees, Trustmi shall grant Customer, a non-exclusive, non-transferable, non-sublicensable, and fully revocable right to access and use the Service during the Term (as defined in the Purchase Order Form). Customer’s subscription to the Service is limited to the number of end users designated in the Purchase Order Form (“End Users”). “Purchase Order Form” means Trustmi’s then current order form that Customer entered with Trustmi while registering for the Service. Any references herein to End Users shall only apply to the extent applicable.
   
   
3. Restriction on Use. Customer must not, and shall not allow a permitted End User or any third party to: (i) give, sell, rent, lease, timeshare, sublicense, disclose, publish, assign, market, transfer or distribute any portion of the Service to any third party, including, but not limited to Customer’s affiliates (if applicable), or use the Service in any service bureau arrangement; (ii) circumvent, disable or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Service; (iii) reverse engineer, decompile or disassemble the Service or any components thereof; (iv) modify, translate, patch, alter, change or create any derivative works of the Service, or any part thereof; (v) use any robot, spider, scraper, or other automated means to access the Service for any purpose; (vi) take any action that imposes or may impose (at Trustmi’s sole discretion) an unreasonable or disproportionately large load on the Trustmi infrastructure; (vii) interfere or attempt to interfere with the integrity or proper working of the Service, or any related activities; (viii) remove, deface, obscure or alter Trustmi’s or any third party’s copyright notices, trademarks or other proprietary rights affixed to or provided as part of the Service, or use or display logos of the Service differing from Trustmi’s own without Trustmi’s prior written approval; (ix) use the Service to develop a competing service or product; (x) use the Service to send unsolicited or unauthorized commercial communications; and/or (xi) use the Service in any unlawful manner or in breach of this Agreement Terms. To the extent applicable, Customer agrees to remain liable to Trustmi for any act or omission of an End User that would constitute a breach of this Agreement if such acts or omissions were by Customer. 
   
   

4. Account. In order to use the Service, Customer must create an account (“Account”). Customer must not allow anyone other than a permitted End User to access and use its Account. Customer acknowledges and agrees: (i) not to exceed the aggregate number of authorized End Users designated in the Purchase Order Form unless Customer first notifies Trustmi in writing and pays Trustmi the required additional subscription fees; (ii) to provide accurate and complete Account and login information; (iii) to keep, and ensure that End Users keep, all Account login details and passwords secure at all times; (iv) to remain solely responsible and liable for the activity that occurs in connection with its Account, (v) that the login details for each End User may only be used by that End User, and that multiple people may not share the same login details; and (vi) to promptly notify Trustmi in writing if Customer becomes aware of any unauthorized access or use of its Account or the Service.  
   
   

5. Ownership 
   
   5.1 Title and full exclusive ownership rights of the Service (and all parts thereof, including any related documentation), and all reproductions, corrections, modifications, enhancements, improvements, updates and upgrades, and all related patent rights, copyrights, trade secrets, trademarks, service marks, related goodwill, including data related to Customer usage thereof, and Trustmi’s intellectual property, and any rights therein not explicitly granted to Customer hereunder, are reserved to and shall remain solely and exclusively proprietary to Trustmi (or its third party licensors). Except as expressly provided herein, nothing herein shall be deemed as granting either Party any rights and/or licenses in and/or to the other Party’s intellectual property rights. 
   
   5.2 During the Term, it is anticipated that Customer will provide suggestions, comments or other feedback to Trustmi regarding its Service, technology, and business, including but not limited to, new features, functionality, techniques, or business methods (“Feedback”). Customer may also advise Trustmi with regards to the definition of an ideal set of features for the Service, which will be valuable for Customer, by describing the most important needs, problems, and common practices, and all the foregoing shall also be considered as Feedback. Feedback will not create any confidentiality obligation for Trustmi and shall be deemed the sole property of, and the Confidential Information of, Trustmi. Without derogating from the above, Trustmi will be free to adopt such Feedback for any of its Service technology and business, use it in any other manner, disclose, reproduce, license, or otherwise distribute and exploit the Feedback provided to it as it sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise. Trustmi, at its discretion, may invest resources in incorporating such Feedback within the Service, and may submit such functionalities for Customer’s use and additional Feedback. 
   
   Trustmi will make commercially reasonable efforts to address the needs of Customer but will ultimately decide (in its sole discretion) which Feedback to integrate and which not. Customer hereby waives any right to the Feedback, including but limited to, any right for royalties or any other consideration. Furthermore, Customer hereby undertakes not to disclose to Trustmi any confidential information of proprietary information of any third party. 
   
   

6. Fee. The subscription fee here under in consideration for the use of the Service is described in the Purchase Order Form.   
   
   

7. Confidentiality  
   
   During the Term, each Party may have access to certain non-public proprietary, confidential or trade secret information or data of the other Party, whether furnished before or after the Effective Date, and regardless of the manner in which it is furnished, which given the totality of the circumstances, a reasonable person or entity should have reason to believe is proprietary, confidential or competitively sensitive (collectively, the “Confidential Information”). Confidential Information shall exclude any information that: (i) is now or subsequently becomes generally available in the public domain through no fault or breach on the part of receiving Party; (ii) the receiving Party can demonstrate in its records to have had rightfully in its possession prior to disclosure of the Confidential Information by the disclosing Party; (iii) receiving Party rightfully obtains from a third party who has the right to transfer or disclose it, without default or breach of this Agreement; (iv) the receiving Party can demonstrate in its records to have independently developed, without breach of this Agreement and/or any use of or reference to the Confidential Information. The receiving Party agrees: (a) not to disclose the disclosing Party’s Confidential Information to any third parties other than to its directors, officers, employees or consultants (collectively, the “Representatives”) on a strict “need to know” basis only and provided that such Representatives are bound by written agreements to comply with the confidentiality obligations as protective as those contained herein, and in any event, the receiving Party shall remain responsible for the acts or omissions of its Representatives to the same extent as if such acts or omissions were performed by the receiving Party; (b) not to use or reproduce any of the disclosing Party’s Confidential Information for any purposes except to carry out its rights and responsibilities under this Agreement; (c) to keep the disclosing Party’s Confidential Information confidential using at least the same degree of care it uses to protect its own confidential information, which shall in any event not be less than a reasonable degree of care; and (d) not to modify, reverse engineer, decompile, create other works from, or disassemble any Confidential Information disclosed to it. Notwithstanding the foregoing, if receiving Party is required by legal process or any applicable law, rule or regulation, to disclose any of disclosing Party’s Confidential Information, then prior to such disclosure, receiving Party will give prompt written notice to disclosing Party so that it may seek a protective order or other appropriate relief. The Parties’ obligations with respect to Confidential Information shall expire 5 years from the date of termination or expiration of this Agreement, unless a longer period of protection applies under applicable law, either as trade secret information or otherwise. Without derogating from any other remedies available under applicable law or agreement, either Party shall be entitled to obtain an injunction restraining any violation, further violation or threatened violation of the obligations set forth in this Section. Upon termination of this Agreement, and/or as otherwise requested by the disclosing Party, the receiving Party shall promptly deliver to the disclosing Party all Confidential Information and any and all copies thereof, in whatever form, that had been furnished to the receiving Party, prepared thereby and/or came to its possession in any manner whatsoever, during and in the course of its performance of this Agreement, and shall not retain and/or make copies thereof in whatever form. 
   
   

8. Privacy and Data Protection 
   
   To the extent that Customer needs a data processing agreement, Customer shall ask Trsutmi for Trustmi’s Data Processing Agreement and return it signed to Trustmi’s by email at: privacy@trustmi.ai. 
   
   

9. Representations; Warranty Disclaimer  
   
   9.1 TRUSTMI REPRESENTS AND WARRANTS TO CUSTOMER THAT: (A) IT HAS THE RIGHT TO GRANT COMPANY TEMPORARY USE OF THE SERVICES AS PROVIDED IN THIS AGREEMENT; (B) TO ITS KNOWLEDGE, AT THE TIME OF DELIVERY THE SERVICE DOES NOT CONTAIN ANY COMPUTER CODE WHICH COULD DISRUPT, DISABLE, HARM, OR OTHERWISE IMPEDE IN ANY MANNER THE OPERATION OF THE SOFTWARE, FIRMWARE, HARDWARE, COMPUTER SYSTEM OR NETWORK OF CUSTOMER; (C) THE SERVICES DO NOT CONTAIN ANY COMPUTER CODE WHICH PERMITS TRUSTMI OR ITS PERSONNEL TO ACCESS ANY OF CUSTOMER’S COMPUTER SYSTEMS OR ITS NETWORK OR TO DISABLE OR IMPAIR THE OPERATION OF ANY SOFTWARE, FIRMWARE, HARDWARE, COMPUTER SYSTEM OR NETWORK OF CUSTOMER; AND (D) TO ITS KNOWLEDGE, THE SERVICES ARE PRODUCED AND PROVIDED IN CONFORMITY WITH ALL APPLICABLE LAWS. EXCEPT FOR THE FOREGOING, TRUSTMI MAKES NO OTHER WARRANTY AND THE SERVICES ARE PROVIDED SOLELY ON AN “AS-IS” BASIS.  
   
   9.2 THE FOREGOING WARRANTY IS NON-TRANSFERABLE AND IS PROVIDED IN LIEU OF, AND TRUSTMI AND ITS LICENSORS DISCLAIM, ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR INTENDED OR PARTICULAR PURPOSE. TRUSTMI DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE.  
   
   9.3 TRUSTMI DOES NOT OFFER A WARRANTY OR MAKE ANY REPRESENTATION REGARDING ANY CONTENT, INFORMATION, OR RESULTS THAT CUSTOMER OBTAINS THROUGH THE SERVICE. CUSTOMERS USE OF AND RELIANCE UPON THE SERVICE CONTENT AND ITS DATA AND ANY MARKETPLACE MATERIALS IS ENTIRELY AT CUSTOMERS SOLE DISCRETION AND RISK, AND TRUSTMI SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER TO CUSTOMER IN CONNECTION WITH ANY OF THE FOREGOING. CUSTOMER AGREES THAT TRUSTMI WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES THAT MAY RESULT FROM TECHNICAL PROBLEMS, INCLUDING WITHOUT LIMITATION, IN CONNECTION WITH THE INTERNET (SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS) OR ANY TELECOMMUNICATIONS OR INTERNET PROVIDERS.  
   
   9.4 CUSTOMER ACKNOWLEDGES THAT THE SERVICE IS DESIGNED TO REDUCE – BUT NOT ELIMINATE – THE RISK THAT MAY ACCOMPANY ANY FRAUD DETECTION, AND THEREFORE, TRUSTMI SHALL NOT BE HELD LIABLE OR ACCOUNTABLE FOR ANY SUCH FRAUD. 
   
   

10. Limitation of Liability. NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, TRUSTMI WILL HAVE NO LIABILITY TO CUSTOMER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE DAMAGES (INCLUDING ANY LOST BUSINESS PROFITS OR ANY LOSS, DAMAGE OR DESTRUCTION OF DATA) ARISING IN CONNECTION WITH THIS AGREEMENT, WHETHER SUCH LIABILITY IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHERWISE. THIS EXCLUSION SHALL APPLY EVEN IF TRUSTMI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRUSTMI’S AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER TO TRUSTMI HEREUNDER. 
    
    

11. Relationship of Parties. Trustmi and Customer are independent contractors. Neither Party may create any obligations on or bind the other to any contract, agreement or undertaking with any third party. Nothing in this Agreement will be construed to create a partnership, joint venture, employment, or agency relationship between the Parties. Neither Party and neither Party’s employees shall be deemed as an employee, agent or common law employee of the other Party for any reason and/or purpose.   
    
    

12. No Conflicts. Each Party represents that its compliance with the terms of this Agreement and performance of its duties hereunder will not violate any duty which such Party may have to any other person or entity, and each Party agrees that it will not do anything in the performance of its duties hereunder that would violate any such duty.  
    
    

13. Term and Termination. This Agreement shall remain in effect during the Term, as indicated under the Purchase Order Form. The Parties may mutually agree to extend the Term or amend other terms and conditions herein upon written agreement. Either Party may terminate this Agreement at any time, if the other Party is in material breach with respect to any provision of this Agreement and such breach continues uncured for a period of 30 days after receipt of written notice thereof from the non-breaching Party. At the expiration of the Term, Customer shall no longer be entitled to receive the Service from Trustmi and the warranties under this Agreement shall expire. The provisions of Section 6, 8, 10.4, 11, 12, 13, 14 and 15, as well as any other provision of this Agreement that contemplates performance or observance after termination of this Agreement will survive termination of this Agreement and continue in full force and effect for the period set forth therein, or if no period is set forth therein, indefinitely.  
    
    

14. General. Customer hereby approves the use of its name by Trustmi in connection with this Agreement. Customer acknowledges that Trustmi may create and present a case study spotlighting Customer and promote such case study as part of its PR efforts. Any term of this Agreement may be amended or waived only with the mutual written consent of the parties. This Agreement, including any exhibits and schedules hereto, constitute the sole agreement of the Parties and supersedes all oral negotiations and prior writings with respect to the subject matter hereof. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of New York, without giving effect to the principles of conflict of laws. Any dispute arising under or in relation to this Agreement shall be resolved exclusively in the courts of New York, and each of the Parties hereby irrevocably submits to the exclusive jurisdiction of such court. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument. 
    
    

Exhibit A 

SERVICE LEVEL AGREEMENT (SLA)  

Trustmi Network Ltd. (“Trustmi“) reserves the right to change the terms of this SLA by providing Customers with at least thirty (30) days prior written notice.   

During the term of the Agreement, Trustmi will use commercially reasonable efforts to make the Service available with an Annually Uptime Percentage (defined below) of at least 99.5% during the annually billing cycle (the “Service Commitment”). In the event that Trustmi does not meet the Service Commitment, the Customer will be eligible to receive a Service Credit (defined below) as described below.  

The following definitions apply to this SLA:  

• “Trustmi Service(s)” or “Service(s)” means the services specified in the Agreement.  

• “Downtime” or “Downtime Incident” means the time in which Trustmi Service is unavailable to the Customer as measured and determined solely by Trustmi based on its servers. Downtime Incidents shall exclude planned downtime incidents announced in-advance by Trustmi, including without limitation, for periodic upgrade and maintenance; and/or any time where Trustmi is awaiting information from the Customer or awaiting Customer confirmation that the Service has been restored.    

• “Downtime Period” means the number of minutes in a calendar month during which Trustmi Service is unavailable to the Customer due to Downtime Incident(s).   

• “Annually Uptime Percentage” means the total number of minutes in a calendar year, minus the Downtime Period, divided by the total number of minutes in a calendar year.

Service Credit Eligibility  

If the Annually Uptime Percentage is less than 99.5%, then the Customer will be eligible to receive Service Credits as detailed in the table above. 

In order to receive any of the Service Credits described above, the Customer must (i) notify Trustmi’s technical support team within thirty (30) days from the time on which the Customer becomes eligible to receive Service Credits; and (ii) submit Trustmi’s technical support team all information necessary for Trustmi to validate the Customer’s claim, including but not limited to: (a) a detailed description of the Downtime Incident; (b) information regarding the time and duration of the Downtime Incident. Failure to comply with these requirements will forfeit such Customer’s right to receive Service Credits. In addition, the Customer must be in compliance with the Agreement in order to be eligible for a Service Credit.   

Maximum Service Credits  

The aggregate maximum number of Service Credits to be issued by Trustmi to the Customer for all Downtime Periods that occur in a single subscription period shall not exceed 20% of the amount due by Customer for the Trustmi Services provided to it during the applicable subscription period.  

The Service Credits will be applied to future use of the Trustmi Services and will be deducted from the Customer’s next billing cycle/invoice. The Service Credits will not entitle the Customer to any refund or other payment from Trustmi.   

If the Customer purchased a Service from a reseller or distributor, the Customer will receive a Service Credit directly from its reseller or distributor and the reseller or distributor will receive a Service Credit directly from Trustmi. The Service Credit will be based on the estimated retail price for the applicable Service, as determined by Trustmi in its reasonable discretion.   

THE CUSTOMER HEREBY ACKNOWLEDGES AND AGREES THAT ITS RIGHT TO RECEIVE SERVICE CREDITS AS SPECIFIED ABOVE CONSTITUTES ITS SOLE AND EXCLUSIVE REMEDY FOR ANY DOWNTIME INCIDENTS, UNAVAILABILITY OR NON-PERFORMANCE.  

1. Other SLA Exclusions  
   The SLA does not apply to any: (a) features or services excluded from the Agreement; or (b) Downtime Incidents that: (i) are explicitly excluded under this SLA; (ii) are caused by factors beyond Trustmi’ reasonable control (e.g. any force majeure event, Internet access or related problems beyond Trustmi’ reasonable control etc.); (iii) results or outcomes attributable to repair, maintenance or modification of Trustmi’ software by persons other than Trustmi’ authorized third parties; (iv) resulted from accident, negligence, abnormal physical or electrical stress, abnormal environmental conditions, abuse or misuse of the Trustmi’ software; (v) resulted from use of the Trustmi’ software other than in accordance with its manuals, specifications or documentation, if provided, or in violation of the Agreement; (vi) resulted from Customer’s equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within Trustmi’ direct control); and/or (vii) resulted from the combination of the Trustmi’ software with equipment or software not provided by Trustmi.  
   
   

Trustmi offers service level objectives for the initial response to Customer support tickets based on the severity of the Customer impact.  

The ticket priority is based on the business impact as described in the table below.  

* In order for the service level objective to be achieved, the requestor is required to contact Trustmi support via email at support@trustmi.ai. Trustmi may, at any time update the communication methods to be used in order to submit the issue to Trustmi’s support team. and requestor must provide Trustmi with all information, documentation, assistance, and access as Trustmi might reasonably require, including, without limitation:

• Application knowledge   

• Listing of any output  

• Detailed steps required to enable Trustmi to replicate the problem and exact wording of error messages    

Exclusions  

2. The technical support described above will only be provided with respect to Service version which is under support, and Trustmi shall not be required to correct any error that in Trustmi’s reasonable discretion resulting from:  
   
   a. Any modifications of the Service that have not been approved by Trustmi in writing  
   b. Customer’s instructions, or installation or set up adjustments   
   c. Use of the Service other than as permitted in the software license agreement  
   d. Any fault in any equipment or programs used in conjunction with the Service, or other causes beyond the control of Trustmi; and/or customer’s negligence or willful misconduct 

Customer Responsibilities  

3. Trustmi’s obligations hereunder are subject to the following:  
   
   a. Customer agrees to receive from Trustmi communications via e-mail, telephone, and other formats  
   b. Customer’s technical support contact shall cooperate with Trustmi at all times during the provision of technical support and maintenance services hereunder and customer shall report to Trustmi all problems with the Service and shall implement any corrective procedures provided by Trustmi reasonably promptly after receipt.