Master Service Agreement

MASTER SERVICE AGREEMENT
Version 2.1 — February 12, 2026

This Master Service Agreement ("Agreement" or "MSA") is entered into as of the date last signed below ("Effective Date") by and between:

NUBIO DEEP INTELLIGENCE PTE. LTD. (UEN: 202606962W), a private limited company incorporated in the Republic of Singapore, with its registered office at 60 Paya Lebar Road #06-28, Paya Lebar Square, Singapore 409051 ("Nubio," "Provider," "we," "us," or "our"); and

The entity identified in the signature block below ("Customer," "Client," "you," or "your").

Each a "Party" and collectively the "Parties."

WHEREAS Nubio provides AI-powered analytical, optimization, and decision-support services; and

WHEREAS Customer desires to engage Nubio for such services under Statements of Work;

NOW THEREFORE, in consideration of the mutual covenants and agreements herein, the Parties agree as follows:

Article 1: Definitions

"Affiliate" means any entity controlling, controlled by, or under common control with a Party, where "control" means ownership of more than 50% of voting securities.

"Authorized User" means Customer’s employees and contractors authorized to access the Services under Customer’s account.

"Business Day" means Monday through Friday, excluding Singapore public holidays.

"Confidential Information" means non-public information disclosed by either Party that is marked confidential or that a reasonable person would understand to be confidential, including business plans, technology, pricing, customer lists, and trade secrets. For the avoidance of doubt, all Nubio Technology, pricing, product roadmaps, and documentation are deemed Nubio Confidential Information regardless of marking.

"Customer Data" means all data, content, materials, inputs, prompts, files, and information of any kind that Customer or Authorized Users submit to the Services, including data of Customer’s customers, end users, employees, partners, vendors, and any third parties.

"Deliverables" means work product, reports, or materials delivered under an SOW.

"Feedback" means suggestions, ideas, enhancement requests, or other input regarding the Services.

"Nubio Technology" means all software, platforms, APIs, algorithms, AI models, machine learning systems, World Models, neural networks, model weights, methodologies, processes, tools, and intellectual property used to provide the Services, including all improvements thereto.

"Output" means results, predictions, recommendations, analyses, optimizations, reports, content, or data generated by the Services.

"Services" means AI-powered platforms, software, APIs, tools, and services provided under SOWs, including all updates and enhancements.

"Statement of Work" or "SOW" means a document referencing this MSA that describes Services, fees, and commercial terms for a specific engagement.

Article 2: Agreement Structure

2.1 Hierarchy

This MSA establishes the general terms governing all SOWs. In case of conflict between this MSA and an SOW: (a) the provisions of Articles 8 through 14 of this MSA shall always prevail; (b) for all other provisions, the SOW shall control solely with respect to that particular engagement.

2.2 SOW Incorporation

Each SOW executed by both Parties is incorporated by reference and forms part of this Agreement.

2.3 Precedence of Agreement Terms

No terms contained in Customer’s purchase orders, vendor forms, procurement policies, or other standardized documents shall apply to or modify this Agreement, regardless of whether Nubio acknowledges, signs, or accepts such documents. This Agreement supersedes and takes precedence over all such terms.

2.4 Amendments

This Agreement may be amended only by a written instrument signed by authorized representatives of both Parties, except that Nubio may make reasonable amendments necessary to comply with applicable law, regulation, or industry standards upon thirty (30) days’ written notice. If Customer objects to such regulatory amendments, Customer’s sole remedy is to terminate the affected SOW.

Article 3: License and Restrictions

3.1 License Grant

Subject to Customer’s compliance with this Agreement and timely payment of all applicable fees, Nubio grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for Customer’s internal business purposes during the applicable SOW term.

3.2 Suspension

Nubio may suspend Customer’s access to the Services immediately upon: (a) material breach of this Agreement; (b) non-payment exceeding fifteen (15) days; (c) any security concern or threat to the integrity of the Services; or (d) as required by law or regulation. Nubio will use commercially reasonable efforts to provide advance notice where practicable, but is not required to do so where immediate suspension is necessary.

3.3 Restrictions

Customer shall not, and shall not permit any third party to: (a) copy, modify, adapt, translate, or create derivative works of the Services; (b) reverse engineer, decompile, disassemble, or derive source code, algorithms, or data structures from the Services; (c) distribute, sell, lease, sublicense, or transfer the Services to any third party; (d) use the Services for competitive analysis, benchmarking against competing products, or developing competing products or services; (e) remove or alter any proprietary notices or labels; (f) share credentials or allow unauthorized access; (g) exceed usage limits or circumvent access controls; (h) use the Services in violation of applicable laws; (i) publish benchmark results without prior written consent; or (j) use the Services or any Output to train, develop, or improve any competing AI system.

3.4 Residual Knowledge

Each Party’s personnel may retain and use general knowledge, skills, experience, and know-how acquired during performance of this Agreement, including ideas, concepts, methodologies, and techniques, provided such use does not disclose the other Party’s Confidential Information in an identifiable form.

Article 4: Customer Data and License Grants

4.1 Customer Data Ownership

As between the Parties, Customer retains all right, title, and interest in Customer Data. Nothing in this Agreement transfers ownership of Customer Data to Nubio.

4.2 License Grant to Nubio

Customer grants Nubio a non-exclusive, worldwide, royalty-free, fully paid-up, sublicensable, transferable license to access, collect, store, host, process, copy, reproduce, modify, adapt, create derivative works from, analyze, aggregate, anonymize, de-identify, and otherwise use Customer Data for the following purposes: (a) providing, operating, maintaining, supporting, and improving the Services; (b) training, developing, testing, validating, calibrating, and enhancing Nubio’s AI systems, machine learning models, and algorithms; (c) conducting research, analytics, and generating insights; (d) developing new products, services, features, and capabilities; and (e) creating and utilizing aggregated or anonymized datasets. This license is perpetual and irrevocable with respect to aggregated, anonymized, or de-identified data, and with respect to any improvements to Nubio’s AI models derived from Customer Data.

4.3 Aggregated and Anonymized Data

Nubio may create, use, and commercialize aggregated, anonymized, or de-identified data derived from Customer Data without restriction, provided such data does not identify Customer or any individual. Customer acknowledges that once Customer Data is used to train or improve AI models, the resulting improvements become inseparable from Nubio’s technology and cannot be extracted or returned.

4.4 Data Processing and AI Training

Customer acknowledges and agrees that: (a) the Services process Customer Data using AI and machine learning technologies; (b) Customer Data may inform model training that benefits the Services generally, including for other customers; (c) similar inputs from different customers may produce similar or identical Outputs; and (d) Nubio has no obligation to segregate Customer Data from data of other customers in its AI systems.

4.5 Data Retention and Return

Upon written request following termination, Nubio will make Customer Data available for export in a standard format for thirty (30) days, after which Nubio may delete Customer Data from active systems. Notwithstanding the foregoing, Nubio may retain: (a) Customer Data in backup and archival systems in accordance with its retention policies; (b) aggregated, anonymized, or de-identified data indefinitely; and (c) any improvements to AI models derived from Customer Data, which are Nubio’s property.

4.6 Customer Warranties Regarding Data

Customer represents and warrants that: (a) Customer owns or has obtained all necessary rights, licenses, consents, and authorizations to provide Customer Data and grant the licenses herein; (b) Customer Data does not infringe, violate, or misappropriate any third-party rights, including intellectual property, privacy, or contractual rights; (c) Customer has provided all required notices to, and obtained all required consents from, third parties whose data is included in Customer Data; (d) Customer Data complies with all applicable laws, including data protection laws; and (e) Customer has the full right and authority to grant the rights herein.

Article 5: Intellectual Property

5.1 Nubio Ownership

Nubio Technology, the Services, and all intellectual property rights therein are and remain the sole and exclusive property of Nubio. Nothing in this Agreement transfers any intellectual property ownership to Customer. For the avoidance of doubt, all improvements, enhancements, modifications, and derivative works to Nubio Technology, whether arising from Customer Data, Feedback, or otherwise, are solely owned by Nubio.

5.2 Feedback

To enable continuous improvement of the Services for all customers, any Feedback provided by Customer is owned exclusively by Nubio. Customer hereby irrevocably assigns all right, title, and interest in Feedback to Nubio, including all intellectual property rights, and waives any moral rights therein. Nubio may use Feedback for any purpose without obligation, attribution, or compensation.

5.3 Output

Subject to Customer’s compliance with this Agreement, Customer may use Outputs generated for Customer through the Services for Customer’s internal business purposes. Customer acknowledges that: (a) all intellectual property rights in the models, algorithms, and technology that generate Outputs remain with Nubio; (b) similar inputs may produce similar Outputs for different customers; and (c) Nubio may use Outputs to improve the Services.

5.4 No Implied Rights

Except for the limited license in Article 3, no rights are granted to Customer by implication, estoppel, or otherwise under any intellectual property rights of Nubio.

Article 6: Fees and Payment

6.1 Fees

Customer shall pay all fees as specified in the applicable SOW. All fees are denominated in Singapore Dollars (SGD) unless otherwise specified in the SOW.

6.2 Non-Refundable Fees

Except as expressly stated in an SOW, all fees are non-refundable. Fees are not contingent on delivery of any particular Output, level of accuracy, or achievement of any specific result.

6.3 Payment Terms

Invoices are due within thirty (30) days of invoice date. Late payments shall accrue interest at 1.5% per month or the maximum rate permitted by applicable Singapore law, whichever is lower. Customer shall also reimburse Nubio’s reasonable costs of collection, including attorneys’ fees.

6.4 No Set-Off

Customer shall pay all amounts due without set-off, deduction, counterclaim, or withholding, except as required by applicable law.

6.5 Taxes

All fees are exclusive of applicable taxes, including GST. Customer is responsible for all taxes, duties, and levies except taxes based solely on Nubio’s net income. If Nubio is required to collect or remit taxes, such amounts will be invoiced to and payable by Customer.

6.6 Fee Adjustments

Nubio may adjust fees upon sixty (60) days’ written notice prior to any renewal term. If Customer does not agree to the adjusted fees, Customer’s sole remedy is to terminate the affected SOW effective at the end of the then-current term by providing notice within thirty (30) days of receiving the fee adjustment notice.

6.7 Suspension for Non-Payment

Nubio may suspend access to the Services upon fifteen (15) days’ written notice of overdue payment. Suspension does not relieve Customer of its payment obligations, and fees continue to accrue during any suspension period.

Article 7: Confidentiality

7.1 Mutual Obligations

Each Party (as "Receiving Party") agrees to: (a) protect the Confidential Information of the other Party (as "Disclosing Party") using at least the same degree of care it uses for its own confidential information, but no less than reasonable care; (b) use Confidential Information solely for purposes of this Agreement; and (c) limit disclosure to personnel with a need to know who are bound by confidentiality obligations at least as protective as those herein.

7.2 Exclusions

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

7.3 Required Disclosure

Either Party may disclose Confidential Information if required by law, regulation, or legal process, provided the disclosing Party gives prompt notice (where legally permitted) to allow the other Party to seek protective measures.

7.4 Return and Retention

Upon termination, each Party shall return or destroy the other Party’s Confidential Information upon request, except: (a) Nubio may retain Customer Data in accordance with Article 4; (b) each Party may retain copies required by law or regulation; and (c) residual copies in standard backup systems may be retained subject to ongoing confidentiality obligations.

7.5 Publicity

Neither Party shall issue press releases regarding this Agreement without the other Party’s prior written consent. Notwithstanding the foregoing, Nubio may identify Customer as a customer and use Customer’s name and logo in customer lists, marketing materials, and investor presentations, unless Customer provides written notice opting out of such use.

Article 8: Warranties and Disclaimers

8.1 Mutual Warranties

Each Party represents and warrants that: (a) it has the legal power and authority to enter into this Agreement; (b) this Agreement constitutes a valid and binding obligation; and (c) its performance will comply with applicable laws.

8.2 Nubio Service Warranty

Nubio warrants that it will provide the Services using commercially reasonable care and skill consistent with generally accepted industry practices. Customer’s sole and exclusive remedy for breach of this warranty is for Nubio to re-perform the affected Services at no additional charge. If Nubio is unable to correct the non-conformity within thirty (30) days, Customer may terminate the affected SOW and receive a pro-rata refund of prepaid fees for the unused portion of the then-current term.

8.3 AI Technology Acknowledgment

Customer acknowledges and agrees that: (a) the Services utilize artificial intelligence and machine learning technologies that are inherently probabilistic and continuously evolving; (b) Outputs may be inaccurate, incomplete, or contain errors; (c) Customer must independently verify all Outputs before any reliance or use in decision-making; (d) Outputs do not constitute professional advice of any kind; (e) Customer assumes responsibility for its use of the Services and Outputs; and (f) Nubio has no obligation to guarantee the accuracy, reliability, or fitness of any Output.

8.4 Disclaimer

Article 9: Limitation of Liability

9.1 Exclusion of Consequential Damages

9.2 Liability Cap

9.3 Excluded Claims

The General Cap shall not apply to: (a) Customer’s breach of Article 3 (License Restrictions); (b) Customer’s breach of Article 7 (Confidentiality) with respect to Nubio Confidential Information; (c) Customer’s indemnification obligations under Article 10; (d) Customer’s payment obligations; or (e) either Party’s liability for fraud, willful misconduct, or gross negligence. For Excluded Claims, liability shall not exceed two times (2x) the General Cap, except that Customer’s payment obligations and indemnification obligations are uncapped.

9.4 No Liability for Outputs

Customer acknowledges that Nubio shall have no liability for: (a) any Output, including its accuracy, completeness, or fitness for any purpose; (b) any decisions made or actions taken based on Outputs; or (c) any consequences of Customer’s use of or reliance on Outputs. Customer is solely responsible for independently verifying Outputs.

9.5 Essential Basis

The Parties acknowledge that the limitations and exclusions in this Article 9 reflect a fair and reasonable allocation of risk, form an essential basis of this Agreement, and that neither Party would have entered into this Agreement without them.

Article 10: Indemnification

10.1 Nubio IP Indemnification

Nubio shall defend Customer against third-party claims alleging that the Nubio Technology (excluding Outputs and any components derived from Customer Data) infringes a valid patent, copyright, or trade secret of a third party, and shall indemnify Customer for damages finally awarded or settlements approved by Nubio. Nubio’s obligations under this Section are contingent upon: (a) prompt written notice; (b) sole control of the defense and settlement; and (c) Customer’s reasonable cooperation.

10.2 Nubio IP Indemnification Exclusions

Nubio shall have no obligation under Section 10.1 to the extent a claim arises from: (a) Customer Data or any Nubio Technology component informed by Customer Data; (b) any Output; (c) modification of the Services by anyone other than Nubio; (d) use of the Services in combination with non-Nubio products or services; (e) use of the Services other than as permitted under this Agreement; (f) use of a non-current version of the Services if the claim would have been avoided by use of a current version; or (g) any open-source software.

10.3 Nubio IP Remedies

If a claim is made or Nubio believes one is likely, Nubio may, at its sole option: (a) obtain the right for Customer to continue using the Services; (b) modify the Services to be non-infringing; (c) replace the Services with a functionally equivalent alternative; or (d) if none of the foregoing are commercially reasonable, terminate the affected SOW and refund prepaid fees for the unused portion of the then-current term. This Section states Nubio’s entire liability and Customer’s sole remedy for IP infringement claims.

10.4 Customer Indemnification

Customer shall indemnify, defend, and hold harmless Nubio and its officers, directors, employees, and agents from all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from: (a) Customer Data, including any claim that Customer Data infringes or violates third-party rights or applicable law; (b) Customer’s breach of this Agreement; (c) Customer’s violation of applicable law; (d) claims by Customer’s end users, customers, employees, or third parties arising from Customer’s use of the Services or Outputs; (e) Customer’s failure to obtain necessary consents for Customer Data; or (f) Customer’s negligence, willful misconduct, or fraud.

10.5 Indemnification Procedure

The indemnifying Party shall: (a) have sole control of the defense and settlement (settlements requiring admissions or imposing obligations on the indemnified Party require consent, not unreasonably withheld); (b) bear all costs of defense. The indemnified Party shall: (a) provide prompt written notice (delay does not relieve the indemnifying Party except to the extent of material prejudice); and (b) provide reasonable cooperation at the indemnifying Party’s expense.

Article 11: Term and Termination

11.1 Term

This MSA commences on the Effective Date and continues until terminated in accordance with this Article. Each SOW shall specify its own term.

11.2 Termination for Cause

Either Party may terminate this MSA or any SOW upon written notice if: (a) the other Party materially breaches this Agreement and fails to cure within thirty (30) days of written notice specifying the breach (or fifteen (15) days for payment defaults); or (b) the other Party becomes insolvent, files for bankruptcy, makes an assignment for the benefit of creditors, or is subject to liquidation or winding-up proceedings.

11.3 Termination for Convenience

Nubio may terminate this MSA or any SOW upon thirty (30) days’ written notice for convenience. Customer may terminate upon sixty (60) days’ written notice, subject to: (a) payment of all fees through the end of the notice period; (b) any minimum commitment amounts specified in the applicable SOW; and (c) any early termination fees specified in the applicable SOW.

11.4 Effect of Termination

Upon termination: (a) Customer’s license to use the Services terminates immediately; (b) Customer shall immediately cease all use of the Services; (c) Customer shall pay all amounts due within thirty (30) days; (d) each Party shall return or destroy the other Party’s Confidential Information, subject to permitted retention under Articles 4 and 7; and (e) Customer is not entitled to any refund except as expressly provided in Section 8.2 or 10.3.

11.5 Survival

The following provisions survive termination: Articles 1, 4 (Data), 5 (IP), 6 (payment obligations accrued before termination), 7 (Confidentiality), 8 (Disclaimers), 9 (Limitation of Liability), 10 (Indemnification), 12 (Governing Law), and 14 (General Provisions).

Article 12: Governing Law and Dispute Resolution

12.1 Governing Law

This Agreement is governed exclusively by the laws of the Republic of Singapore, without regard to conflict of law principles or the UN Convention on Contracts for the International Sale of Goods.

12.2 Dispute Escalation

The Parties shall attempt to resolve disputes first through good-faith negotiation between senior management for a period of thirty (30) days. If not resolved, either Party may proceed to arbitration.

12.3 Arbitration

12.4 Class Action Waiver

12.5 Limitation Period

Any claim arising under this Agreement must be commenced within eighteen (18) months after the claiming Party knew or should have known of the basis for the claim, or such claim shall be permanently barred.

12.6 Costs

Each Party shall bear its own costs and attorneys’ fees, except that the prevailing Party in any arbitration or litigation shall be entitled to recover its reasonable attorneys’ fees and costs from the non-prevailing Party.

12.7 Injunctive Relief

Notwithstanding the arbitration provisions, either Party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information, without posting bond or proving actual damages.

12.8 Confidentiality of Proceedings

All arbitration proceedings, submissions, evidence, and awards shall be treated as Confidential Information of both Parties and shall not be disclosed except as required by law.

Article 13: Compliance and Regulatory

13.1 Export Compliance

Customer shall comply with all applicable export control laws and shall not export or re-export the Services to any prohibited destination, entity, or person.

13.2 Sanctions

Customer represents that it is not subject to sanctions by Singapore, the United Nations, European Union, United States, or other relevant authorities, and will not use the Services in sanctioned countries or with sanctioned parties.

13.3 Anti-Corruption

Each Party shall comply with applicable anti-bribery and anti-corruption laws, including the Singapore Prevention of Corruption Act.

13.4 Data Protection

Customer is solely responsible for compliance with all applicable data protection laws (including the PDPA, GDPR, and any other applicable legislation) with respect to Customer Data, including obtaining all necessary consents and providing all required notices. Where Nubio processes personal data on Customer’s behalf, the Parties shall enter into a separate Data Processing Addendum upon Customer’s reasonable request.

13.5 Audit

Each Party may audit the other Party’s compliance with this Agreement upon thirty (30) days’ written notice, no more than once per twelve (12) month period, during normal business hours. The audited Party shall provide reasonable cooperation. If a material non-compliance is discovered, the non-compliant Party shall reimburse the other’s reasonable audit costs.

Article 14: General Provisions

14.1 Entire Agreement

This Agreement, together with all SOWs, constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior agreements, representations, and understandings. Customer’s purchase orders, vendor registration forms, and standardized documents do not apply.

14.2 Assignment

Neither Party may assign this Agreement without the other Party’s prior written consent, except that Nubio may assign this Agreement without consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any assignment in violation of this Section is void.

14.3 Severability

If any provision is held unenforceable, it shall be modified to the minimum extent necessary to be enforceable while preserving the Parties’ intent. The remaining provisions continue in full force and effect.

14.4 Waiver

No waiver is effective unless in writing and signed by the waiving Party. Failure to enforce any provision is not a waiver of that or any other provision.

14.5 Force Majeure

Neither Party shall be liable for failure or delay due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, pandemic, government actions, labor disputes, or infrastructure failures. For clarity, Customer’s obligation to pay fees that have accrued prior to a force majeure event is not excused by this provision.

14.6 Independent Contractors

The Parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, fiduciary relationship, or employment relationship.

14.7 Non-Solicitation

During the term and for twelve (12) months thereafter, neither Party shall directly solicit for employment any employee of the other Party who was involved in the performance of this Agreement, without the other Party’s prior written consent. This does not restrict general advertising or unsolicited applications.

14.8 Notices

Notices shall be in writing to the addresses in the signature block. Notices are effective upon personal delivery, one (1) Business Day after email (with confirmation of receipt), or three (3) Business Days after registered mail.

14.9 Subcontractors

Nubio may engage subcontractors to perform Services without Customer’s prior consent, provided Nubio remains responsible for their compliance with confidentiality obligations under this Agreement.

14.10 Service Modifications

Nubio may modify, update, enhance, or discontinue features of the Services from time to time. Nubio will use commercially reasonable efforts to notify Customer of material changes. Modifications that materially degrade the core functionality described in the applicable SOW shall entitle Customer to terminate the affected SOW with a pro-rata refund of prepaid fees.

14.11 Counterparts and Electronic Signatures

This Agreement may be executed in counterparts, each of which is an original. Electronic signatures are valid and binding.

14.12 Interpretation

No provision shall be construed against a Party merely because that Party drafted it. Headings are for convenience only. "Including" means "including without limitation."